WorldWater & Solar Technologies Corp. Signs Full Merger Agreement with ENTECH, Inc.
Monday October 29, 3:01 am ET
Construction of 50-MegaWatt Plant to Begin Immediately for Spanish Projects
EWING, N.J.--(BUSINESS WIRE)--WorldWater & Solar Technologies Corp. (WWAT), developer and marketer of proprietary high-power solar systems, and ENTECH, Inc. of Keller, Texas, a high- tech supplier of solar technology to NASA for space operations, announced today the execution of an Agreement and Plan of Merger pursuant to which ENTECH will merge with and into a wholly-owned subsidiary of WorldWater. Under the terms of the Agreement and Plan of Merger, WorldWater will pay the following consideration to ENTECH stockholders:
$5 million in cash;
Shares of common stock of WorldWater based on a formula which, assuming a $2.00 per share price of our common stock, would result in issuance to ENTECH stockholders of common stock valued at approximately $39,300,000; and
Earn-out consideration calculated as 5% of WorldWater’s gross revenues determined in accordance with generally accepted accounting principles which will be paid until the accumulated total of such earn-out payments to the ENTECH stockholders equals $5,000,000.
In addition to the consideration to be paid to ENTECH’s stockholders, WorldWater will pay $1.3 million of ENTECH’s liabilities at closing and provide $5 million of working capital to commence the manufacture of the ENTECH 20x concentrator systems for a 50 MegaWatt plant in Spain. As a result of this transaction, it is anticipated that ENTECH’s current stockholders will own approximately 6.6% of the fully-diluted post-transaction common stock of WorldWater upon completion of the merger, which is conditioned upon obtaining the requisite stockholder approval to increase WWAT authorized common stock.
As a WorldWater subsidiary, ENTECH will maintain its identity, location, and business operations in both terrestrial and space solar energy. The Company anticipates that ENTECH will continue to perform its contract work for NASA, the U.S. Department of Defense, and other customers, as well as its internal R&D programs.
Starting immediately, the company will begin construction of a 50 MegaWatt plant in Spain, which is expected to be in full production of the ENTECH 20x concentrator solar systems beginning in the second quarter of 2008. WorldWater has signed a Letter of Intent with the Spanish firm M & G Promociones for installation of ENTECH systems for 10 MW in 2008, 10 MW in 2009, 10 MW in 2010 and 50 MW in each of 2011 and 2012. WorldWater also has signed an agreement with Prime Solar Senergy S.L. of Madrid and Barcelona to represent the company in obtaining further business in the burgeoning Spanish solar market.
“This complex merger has taken considerable time since we signed the original Letter of Intent in July 2006, and I appreciate the patience of our shareholders and employees, but we firmly believe that the transaction will prove to be a pivotal point in our company’s history. Together, we expect to become one of the lowest cost providers of solar energy in the world,” said Quentin T. Kelly, Chairman and CEO of WorldWater & Solar Technologies. “This year, we’ve seen explosive interest and tremendous growth opportunities in large solar installations, particularly in places like Spain and the Southwestern United States, and we are now in a position to take the lead in providing multi-megawatts of electricity for major projects.”
Dr. Walter Hesse, CEO of ENTECH, commented, “With the combined technologies of WorldWater and ENTECH, our solar systems will be capable of generating and delivering electrical and thermal energy on site to our customers at prices that are competitive with retail electric levels. ENTECH’s 20x patented concentrator technology combined with WorldWater’s proprietary control devices allow for the installation of large solar ‘farms’ with greatly reduced requirements for solar cell materials, and decreased reliance on rebates or other incentives for the funding of economically competitive installations.”
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