EAM: Signed SPA to acquire portfolio of solar power plants
2nd of January 2014
Reference is made to the stock exchange releases dated 26th of November 2013 and 16th of December 2013 related to the acquisition of a portfolio of 31 solar power plants in Southern Italy (the "New Portfolio").
On 31st of December 2013, EAM Solar signed the sale and purchase agreement (the "SPA") to acquire the New Portfolio. Based on the satisfaction of all conditions precedents, including the completion of certain confirmatory elements of the due diligence process, continuation of existing debt financing agreements, and the completion of the equity financing of the acquisition, EAM Solar expects the closing of the acquisition to occur during Q1-2014.
The New Portfolio has a combined capacity of 30 MW and an average annual electricity production capacity of approximately 44 GWh. EAM currently owns four solar plants with a combined capacity of 6.6 MW and an annual production capacity of approximately 9 GWh.
In accordance with the due diligence process and the resulting negotiations, the initial purchase price for the shares in the New Portfolio has been reduced from EUR 41.6 million to EUR 40.9 million, resulting in an EV of EUR 114.3 million. The New Portfolio has existing debt financing of EUR 73.4 million as of the financial take-over date 1st of January 2013.
Along with the reduced initial price, the earn-out amount held in escrow has been reduced from EUR 6.0 million to EUR 3.375 million. This reflects that the earn-out amount related to changes in the market price for electricity has been reduced from EUR 4.5 million to EUR 3.375 million, and that the earn-out element related to changes in the taxation of solar power plants in Italy has been taken out. In addition there is an adjustment to the acquisition price of +/- EUR 4 million related to achieved electricity production in 2014 from the power plants. The settlement of all the adjustments to the acquisition price will be finalized in 2015.
In conjunction with the closing of the acquisition and subsequent increased scope of EAM's business in Italy, Energeia Asset Management AS will establish an operational office in Italy during the first half 2014 that will manage the day-to-day operation of EAM Solar ASA's power plants in Italy.
Based on the positive investor feedback after the announcement of this transaction, EAM Solar expects to complete the equity financing of the purchase price during January 2013.
For further information, please contact:
Viktor E Jakobsen, Executive Director, phone +47 9161 1009, viktor@eamsolar.no
Audun W Iversen, CEO, phone +47 9161 6250, audun@eamsolar.no
About EAM Solar:
EAM Solar ASA is a power company that acquires and operates solar power plants. The Company currently owns four solar power plants in Italy that operate under long-term electricity sales contracts. EAM Solar acquires solar power plants that are commissioned, connected to the grid and in power production at the time of financial close.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.