California — Stem and Also Energy announced that the companies have entered into a definitive agreement whereby Stem will acquire AlsoEnergy, in a stock and cash transaction.
Under the terms of the agreement, Stem will acquire, on a cash-free debt-free basis, all the outstanding shares of AlsoEnergy for an aggregate purchase price of $695 million, consisting of approximately 75 percent of the total consideration in cash and approximately 25 percent in Stem common stock.
The transaction will combine Stem’s unique storage optimization capabilities with AlsoEnergy’s market-leading solar asset performance monitoring and control software to deliver a compelling one-stop-shop solution for renewable energy projects. In addition, Stem will offer its smart energy storage solutions to AlsoEnergy’s existing front-of-meter and commercial & industrial customers, who generally have limited storage attachment to their solar assets today. AlsoEnergy will gain earlier visibility into solar plus storage projects through Stem’s extensive customer and partner network.
The number of shares issued for the stock portion of the transaction consideration will be based on the simple average of the volume-weighted average price of Stem’s common stock for each trading day in December 2021. The cash portion of the transaction consideration, which is subject to customary working capital adjustments, will be paid entirely from existing cash on Stem’s balance sheet.
The stock portion of the consideration will be issued in reliance upon the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof, and will be subject to a minimum six-month lock-up period.
The transaction is subject to regulatory approvals and other customary closing conditions. The transaction is expected to close in the first quarter of 2022.