ICP Solar Technologies Inc. (OTCBB: ICPR.OB; K1U.F), a developer, manufacturer and marketer of solar panels and products, has entered into a binding Letter of Intent (LOI) to acquire Ibersolar Energía, S.A., an 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.
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."
About Ibersolar Energía
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. Additional information may be found at www.ibersolar.com.
About ICP Solar Technologies, Inc:
ICP Solar is a developer, manufacturer and marketer of solar panels, solar cell based products, solar monitoring software and solar power management solutions. ICP Solar markets its products under its Sunsei brand of solar products and is the North American licensee of the Coleman(R) brand in the solar charger category. The company’s headquarters are located in Montreal, Canada, with an R&D center in St. John’s Canada and additional locations in the USA, Ireland, France and the UK.
Loading...