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October 21, 2008
Montreal,
Canada: ICP Solar Signs LOI to Acquire Ibersolar Energía
ICP
Solar Technologies has entered into a binding Letter of Intent
to acquire Ibersolar Energía, S.A., a leading European manufacturer
and supplier of solar photovoltaic systems, solar thermal systems,
and absorption units. The private company, established in 1999
and headquartered in Spain, has annualized sales of approximately
€120 million and has been profitable since 2005. Ibersolar photovoltaic
modules provide clean electrical energy for residential, commercial
and industrial applications worldwide.
Under
the terms of the LOI, ICP will acquire 100% of the shares of Ibersolar.
The Parties agree and undertake to enter into a mutually agreeable
definitive share purchase agreement and any other documents necessary
for the acquisition within six weeks of the signing of the LOI,
or as soon as practicable thereafter. In addition, the closing
of the acquisition is contingent upon financing by ICP of a minimum
of $15 million on terms acceptable to both parties. A financing
plan (i.e., term sheet) must be arranged before December 15, 2008;
additional terms are outlined in a Form 8K filed with the SEC.
The new company structure after the acquisition, but before the
financing, will be owned 20% by existing ICP shareholders and
80% by existing Ibersolar shareholders on a fully diluted basis.
“I
am extremely pleased to announce the most important strategic
decision in our company’s history,” said Sass Peress, Chairman
and CEO of ICP Solar. “By acquiring Ibersolar, ICP will see a
twenty-fold increase in the size of its business and automatically
become a recognized player in the burgeoning European market.
Ibersolar brings with it excellent solar applications, established
R&D, strong supplier relationships, and a substantial customer
base that spans commercial, industrial, and government entities
across the continent. We expect to realize distribution synergies
and cross-fertilization of product lines immediately – particularly
with regard to our Sunsei Wireless Greenmeters – and the acquisition
is anticipated to be accretive to earnings within the first year
of operation. Ibersolar will also be able to leverage our proprietary
solar rooftiles for applications in Europe and elsewhere."
“This
is a game changer and one that we feel will bolster the company’s
long-term growth outlook and solidify our position in the solar
sector. Upon completion of the merger, ICP will head into 2009
with a rapidly-expanding customer base, vast array of enticing
solar products, and the technology to offer some of the most cost-efficient
solutions to a world demanding clean, renewable energy.”
Ibersolar
Energía offers a wide range of PV modules, grid-connected and
off-grid inverters, mounting systems, solar trackers and monitoring
equipment, as well as complete solar thermal systems, including
high performance collectors, solar boilers, controllers, and thermal
siphons. The company has developed a roof system which integrates
flexible amorphous silicon modules with waterproof membrane solutions,
providing the highest guarantee of impermeability in a roof while
achieving maximum energy production from the photovoltaic modules.
Further details about: ICP Solar
Technologies, Inc and Ibersolar
Energía
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