Nov 26 2009
Quantum Fuel Systems Technologies and Schneider Power have announced together that both the companies have signed the business combination agreement. The agreement will enable Quantum Fuel Systems to acquire all the common shares of Schneider Power. With the acquisition, Quantum will help to commercially utilize the renewable and alternative energies.
The agreement will also merge Quantum’s portfolio, alternative fuel and solar power technologies, with the Schneider Power’s portfolio, solar and power generation development, to form an integrated renewable energy company. The combined portfolio of the two companies will include products that will help efficient utilization of green energy products in hybrid and fuel cell vehicles and also in the manufacture of solar modules. It will also help in the generation of clean electricity for consumers in North America.
With the Plan of Agreement, Quantum will acquire all the outstanding common shares, which is 71.0 million in number, of Schneider Power, and also Schneider Power’s outstanding warrants. Quantum will pay a purchase price of 0.236 of a Quantum common share for each Schneider Power common share. This will result in Quantum issuing 16.8 million common shares and will reserve 2.0 million common shares in addition for issuance upon exercise of the assumed warrants, at the end of the transaction.
The terms of agreement as announced by Quantum and Schneider will include the following criteria, such as, the power shareholders of Schneider will receive 0.236 of a Quantum common share per Schneider Power common share, on a pro forma basis, Quantum will be owned by 87% of present Quantum shareholders, and 13% by Schneider Power shareholders, holders who have at least 50% of Schneider Power common shares have agreed not to sell their Quantum common shares at the end of six months after completion, and can do so in permitted circumstances, and Quantum will support Schneider Power with loans up to $1 million to support Schneider Power’s applications for power purchase system. The transaction was approved by the Boards of Quantum and Schneider Power and those who have more than 50% of Schneider Power’s common shares have signed support agreements and have agreed to vote in favor of the transaction.
Source: www.qtww.com