CALGARY | March 27, 2015 — Alter NRG Corp. has entered into a Support Agreement under which Harvest has agreed to offer to acquire, through its wholly-owned subsidiary, 1030629 B.C. Ltd., all of the issued and outstanding common shares of the Company by the Offeror (including any Common Shares issuable upon the exercise of outstanding option to acquire Common Shares) for C$5.00 in cash per Common Share by way of a Board-approved take-over bid.
The total equity purchase price is approximately C$147 million.
The Offer consideration represents a 160% premium to the Company’s 20-day volume weighted average price on the Toronto Stock Exchange (“TSX”) for the period ending March 26, 2015 and a 159% premium to the Company’s closing price on the TSX on March 26, 2015.
The Board of Directors of Alter NRG, after consultation with its financial and legal advisors, has unanimously approved entering into the Support Agreement and has unanimously recommended that Alter NRG shareholders tender their shares to the Offer. Cormark Securities Inc., the financial advisor to Alter NRG, has provided a fairness opinion to the effect that, as of the date of the opinion and subject to the limitations and qualifications therein, the consideration of C$5.00 in cash per share to be received by Alter NRG shareholders is fair, from a financial point of view, to Alter NRG shareholders.
All of Alter NRG’s directors and executive officers, as well as Ervington Investments, holding in the aggregate approximately 17.9% of the Common Shares, have entered into lock-up agreements with the Offeror, pursuant to which they have agreed to tender all of their Alter NRG shares to the Offer.
Harvest is a Delaware corporation that is wholly-owned by Sunshine Kaidi New Energy Group Co., a privately held multi-billion dollar company in China. Harvest is focused on investing in and developing renewable energy technology. This transaction is the second acquisition of renewable energy technologies in North America for Harvest. In 2014, Harvest acquired all of Rentech Inc.’s alternative energy technologies.
Commenting on behalf of Alter NRG, Walter Howard, Chief Executive Officer stated: “Given the substantial premium to market, the Offer is obviously very attractive from a financial perspective to shareholders of Alter NRG. However, it is also strong validation of the Company’s business and technology. With significant financial and technical capabilities, Harvest is well positioned to support the accelerated global deployment of Alter NRG’s technology, products and services. Our current and prospective clients will be the beneficiaries of continued investment by Harvest and we look forward to sustaining our commitment to technology leadership and client service.”
The Offer is expected to commence in the coming weeks. The Offeror will mail a take-over bid circular and related documents, and Alter NRG will mail a directors’ circular, to Alter NRG shareholders in accordance with the Support Agreement and applicable laws. Full details of the Offer will be contained in the documents, all of which will be on the SEDAR profile of the Company at www.SEDAR.com. The Offer will be open for acceptance until 5:00 p.m. (Calgary time) on the date that is 36 days from the day the Offer is mailed to shareholders, unless extended or withdrawn in accordance with the Support Agreement and will be conditional upon, among other things, there being validly deposited or tendered and not withdrawn, a number of Alter NRG shares that represents at least 66 2/3% of the outstanding Common Shares, the votes of which would be included in any minority approval of a second step business combination pursuant to Multilateral Instrument 61-101 –– Protection of Minority Security Holders in Special Transactions. The Offer will be subject to certain customary conditions, including the absence of any material adverse changes with respect to Alter NRG. In addition, the Offeror and Alter NRG have agreed to voluntarily seek regulatory approval for the Offer from the Committee on Foreign Investment in the United States (“CFIUS”). The completion of the Offer is subject to clearance from CFIUS. Once the minimum acceptance level for the Offer is achieved, the Offeror intends to take steps available to it under applicable law to acquire all other outstanding shares of Alter NRG.
Under the terms of the Support Agreement, the Offeror and Harvest have represented that no consent, approval or authorization of any governmental authority which has not been received or made is required in connection with the Offer. The Offeror has provided documents to Alter NRG to indicate that regulatory approvals for the Offer from the National Development and Reform Commission, the Department of Commerce and the State Administration of Foreign Exchange of the People’s Republic of China have been obtained. The Offer is not subject to any financing condition.
The Company has agreed in the Support Agreement that it will not solicit or initiate discussions regarding any other business combination or sale of material assets. The Company has also granted the Offeror a right to match competing unsolicited proposals. Pursuant to the Support Agreement, a termination fee of C$5 million will be payable by the Company in certain circumstances, including if the Company enters into an agreement with respect to a superior proposal. A copy of the Support Agreement will be made available on the SEDAR profile of the Company at www.SEDAR.com.
Cormark Securities Inc. is acting as financial advisor and Blake, Cassels & Graydon LLP is acting as legal counsel to Alter NRG. Canaccord Genuity Corp. is acting as financial advisor and Goodmans LLP is acting as legal counsel to Harvest and the Offeror in connection with the Offer.