CALGARY, July 24, 2015 /CNW/ – Alter NRG Corp. (“Alter NRG” or the “Company”) (TSX:NRG) and Harvest International New Energy Co., Ltd. (“Harvest”) are pleased to announce that 1030629 B.C. Ltd. (the “Offeror”), a wholly-owned subsidiary of Harvest, intends to take up 26,538,141 common shares of Alter NRG (“Common Shares”) that were validly deposited under the Offeror’s offer to acquire (the “Offer”) all of the issued and outstanding Common Shares for C$5.00 in cash per share. The Common Shares to be taken up under the Offer represent approximately 94% of the issued and outstanding Common Shares.
All of the conditions to the Offer have been satisfied and the offer period, which was extended until July 24, 2015, is now closed. The Offeror intends to take up all Common Shares that were validly deposited under the Offer and not properly withdrawn prior to 5:00 p.m. (Calgary time) on July 24, 2015. Payment for such Common Shares is expected to be made by the Offeror as soon as reasonably practicable.
As set out in the take-over bid circular and notices of extension in respect of the Offer, Harvest intends to acquire all outstanding Common Shares not tendered to the Offer through a compulsory acquisition under the Business Corporations Act (Alberta). Alter NRG understands that Harvest intends to, as soon as practicable after the completion of such compulsory acquisition, apply to delist the Common Shares from the Toronto Stock Exchange and to cause Alter NRG to cease to be a reporting issuer under the securities laws of each of the provinces and territories of Canada in which it has such status.
ABOUT ALTER NRG
Alter NRG provides alternative energy solutions to meet the growing demand for environmentally responsible and economically viable energy in world markets. Alter NRG’s primary objective is to further commercialize the Westinghouse Plasma Gasification Technology, through its wholly owned subsidiary, to provide renewable and clean energy solutions from a wide variety of feedstocks, and provide a wide variety of energy outputs – including liquid fuels like ethanol and diesel, electrical power, and syngas.
Cautionary Statement
No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein.
Advisory Respecting Forward-Looking Statements:
This news release contains “forward-looking statements” within the meaning of applicable securities laws that are intended to be covered by the safe harbors created by those laws, including statements that use forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “believe”, “continue”, “potential”, or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements may include, without limitation, statements regarding the completion of the proposed transaction, the take up of Common Shares, the completion of a compulsory acquisition, the payment for shares, the delisting of the Common Shares from the TSX and other statements that are not historical facts. While such forward-looking statements are expressed by Alter NRG, the Offeror and Harvest in good faith and believed by Alter NRG, the Offeror and Harvest to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, the satisfaction or waiver of certain conditions contemplated by the Support Agreement and the Offer, the interests of Alter NRG shareholders, Alter NRG’s technology, the likelihood of completion of the Offer and changes in applicable laws or regulations.
Forward-looking statements are based on suppositions and uncertainties as well as on management’s best possible evaluation of future events. As a result, readers are advised that actual results may differ from expected results. The timing and completion of the proposed acquisition of Alter NRG is subject to certain conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the proposed acquisition of Alter NRG will occur, or that it will occur on the timetable or on the terms and conditions contemplated. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward-looking statements is at an investors’ own risk.
SOURCE Alter NRG Corp.
For further information: Alter NRG: Walter Howard, Chief Executive Officer, (403) 806-3877, [email protected]; Daniel Hay, Chief Financial Officer, (403) 214-4235, [email protected]
