High Voltage U.S. trustee asks court to approve term sheet for Robicon assets sale

By Caroline Salls

Pittsburgh, June 28 - High Voltage Engineering Corp.'s U.S. trustee asked for court approval allowing debtor Robicon Corp. to enter into a binding term sheet with Siemens Energy and Automation, Inc. and ASIRobicon SpA, according to a Monday filing with the U.S. Bankruptcy Court for the District of Massachusetts.

The term sheet agreement resolves ASIRobicon claims in exchange for a €17.5 million payment from Robicon.

ASIRobicon objected to the proposed sale of Robicon to Siemens because it claims to be owed at least €11.78 million in cure claims, saying that the trustee cannot sell Robicon free and clear of ASIRobicon's interests.

In turn, because of ASIRobicon's objections, the sale hearing was continued and the court scheduled an evidentiary hearing for July 18 to consider ASIRobicon's issues.

The term sheet also resolves patent issues surrounding Robicon's medium-voltage drives known as Perfect Harmony.

Under the agreement, ASIRobicon will not deliver a drive containing the Perfect Harmony technology unless purchased by Siemens or a supplier of competitive drives for five years.

Also under the term sheet:

*ASIRobicon will return to Robicon or destroy all information in its possession regarding the technology;

*Subsequent to the sale of Robicon to Siemens, the parties will grant each other non-exclusive, royalty-free licenses to use some intellectual property;

*ASIRobicon has agreed, subject to a transition period, to cease doing business as Robicon and ASIRobicon, with a one-year license to use the ASIRobicon name; and

*Following the completion of the sale, Siemens will make Robicon supply ASIRobicon with Perfect Harmony drives in the ordinary course of business.

Also, because of the delay in the sale prompted by ASIRobicon's objections, the trustee has agreed to reduce the purchase price for the Robicon assets to $184.5 million from $197.5 million.

A hearing on the term sheet is scheduled for Thursday.

High Voltage filed for Chapter 11 on Feb. 8. Its case number is 05-10787.

The New Kensington, Pa., maker of industrial power control and surface analysis products previously emerged from Chapter 11 on Aug. 10, 2004 under a restructuring that converted its 10½% senior notes to equity in the reorganized company.

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