TSX - NRG
OTCQX - ANRGF
CALGARY, Sept. 30 /CNW/ - Alter NRG Corp. (TSX: NRG; OTCQX: ANRGF) ("Alter NRG" or the "Company") is pleased to announce the execution of a binding offer and sale agreement for the acquisition of 100% of the shares of Clean Energy Developments Corp. ("CleanEnergy"), a leading private company providing geoexchange services in the Canadian commercial, industrial and residential markets. The acquisition price of $18.4 million is to be satisfied with $7.81 million cash and 5.3 million common shares of Alter NRG at a deemed price of $2.00 per share.
Alter NRG, through CleanEnergy, intends to offer a turnkey geoexchange solution to the market which includes engineering, equipment and installation. Geoexchange is the industry's term to describe using heat from the ground to provide an environmentally friendly means for heating and air conditioning using renewable geothermal energy. Geoexchange systems have lower energy consumption compared to conventional equipment, and adoption of this technology has experienced rapid market growth worldwide in recent years. According to industry analysts the primary barriers to significant growth are that the industry is highly fragmented and also lacks the capital and business expertise to support the market growth potential.
Alter NRG believes it can add strategic value to the CleanEnergy business model in the geoexchange market as follows:
- The geoexchange industry is highly fragmented with a series of small
private companies. Alter NRG intends to focus on larger customers
doing multiple installations. Alter NRG is a public company with a
strong balance sheet and execution capability that provides the
credibility that larger utilities and developers require to move
forward with broader strategic relationships.
- Alter NRG has experience and capability in putting together a sales-
centric business philosophy and organization to support commercially
proven green technologies.
- Alter NRG's executive team is well connected in the energy industry
and general business community and also has a history of negotiating
broad commercial contracts and strategic alliances. Strategic
alliances are expected to provide the ability to grow profitably at a
much faster rate in the geoexchange market.
- Drilling of the geoexchange systems accounts for approximately half
the cost of the total installation. The Alter NRG management and
directors have relationships and experience in the drilling industry
to be able to maximize efficiency on geoexchange projects.
Mark Montemurro, President and CEO of Alter NRG states "the acquisition of CleanEnergy is simply a compelling opportunity for Alter NRG and its shareholders that does not come along very often. The Alter NRG management team in the plasma market has been focused on broadening the product offering, understanding the market dynamics, developing strategic alliances and larger scale customers and focusing on execution of a business plan. When you break it down, these are the same skills that will allow CleanEnergy to succeed in the rapid growth geoexchange market. The geoexchange technology is a market proven and market ready solution that comes with a strong and dedicated team of people. Alter NRG senior management can provide strategic benefit in taking a solid business platform to the next level of commercialization. I am confident that Alter NRG will be able to achieve fast growth and become a clear market leader in the geoexchange market through the acquisition of CleanEnergy."
Fred Gallagher, Chairman of CleanEnergy states "it is very exciting to be working with the Alter NRG team to take CleanEnergy to its next stage of commercialization. Over the past few years CleanEnergy has assembled the core group of technical experts, and the products to provide a turnkey solution. Alter NRG will accelerate the business plan through finding strategic partners and larger commercial customers to penetrate this growing market. They have shown commercialization capability through their plasma business and these same skill sets can make meaningful near term contributions for CleanEnergy in becoming the market leader in the geoexchange market."
Benefits of the Acquisition
Geoexchange systems use energy from the earth to heat and cool buildings,
with the following benefits:
- Provides safe, reliable and clean operation that has no combustion in
the home or business.
- The lack of combustion of fossil fuels reduces the carbon footprint
of a home or business (an average residential home installation being
equivalent to planting an acre of trees).
- Geoexchange installations reduce the cost of energy for homes and
businesses and in most cases has a 3 to 6 year payback of the upfront
capital costs on larger installations and homes that are heated and
cooled with electricity, heating oil, or propane.
- CleanEnergy is a leading company in the Canadian residential and
commercial geoexchange industry and one of the few that has a broad
Alter NRG believes expanding its green portfolio into the geoexchange
market will have strategic benefits to its shareholders as follows:
- Increasing near-term revenues and cashflow. CleanEnergy has grown
revenues by over 1800% from 2006 when they effectively began
operations to 2008 when they had over $6 million in revenue.
- The geoexchange market is growing rapidly worldwide and in Canada.
This is partially due to government incentives that exist to further
expand the market in Canada. This provides Alter NRG the opportunity
to expand the revenue base in a growth market that is green,
profitable and supported by environmental groups.
- The geoexchange projects have a shorter sales cycle than larger scale
plasma projects providing for a more stable base of revenues year to
- Alter NRG will be the first public company in the residential and
commercial geoexchange installation market in North America which is
expected to provide greater market exposure for investors looking for
an opportunity to invest in the geoexchange market
- Alter NRG intends to accelerate the CleanEnergy business plan through
finding strategic partners and larger commercial customers to more
quickly penetrate this growing market.
After the transaction is completed, Alter NRG will still have a strong balance sheet with approximately $30 million of cash reserves to execute the combined business plan. The initial cash outlay is expected to be substantially recovered through the sale of the assets held for sale on Alter NRG's current balance sheet that has an expected value of $7 million. The working capital required to allow CleanEnergy to capitalize on opportunities is initially less than $1 million. From a cash position, the acquisition provides for more stable and near-term revenue and cashflow from geoexchange installations which will be enhanced by the larger but less predictable plasma gasification equipment sales.
Benefits of CleanEnergy
Alter NRG, through CleanEnergy, intends to offer a turnkey geoexchange
solution to the market which includes engineering, equipment and installation.
Management believes that CleanEnergy is a market leader in offering turnkey
solutions as they have assembled the following:
- A strong team of professionals that will continue to work for
CleanEnergy under their existing employment contracts through the
continued leadership of Paul Mertes, the President and CEO.
- An engineering, systems and geoservices division that have been
involved in a wide variety of geoexchange projects including hotels,
schools, commercial office space, institutional buildings, and luxury
homes in Ontario, Alberta, and British Columbia. This includes the
expansion of the Calgary Airport and the new WestJet commercial
building in Calgary.
- A national license to distribute Bosch geoexchange equipment under
the CleanEnergy brand for all of Canada.
- An exclusive license with WaterFurnace geoexchange equipment
- Full geoexchange design and installation in Ontario using its own
ground crews, thermal conductivity testing, and drilling capacity
supplemented by sub contract drillers where required.
- A number of strategic relationships in Western Canada to offer the
similar services in B.C. and Alberta.
- A strong reputation and existing market penetration in the key
markets of Ontario, Alberta and BC with the existing sales force,
warehousing capability, and management team to allow for significant
Currently, CleanEnergy offers many of its services as a subcontractor to other geoexchange providers or through a dealer network. Going forward, it is anticipated that the model will build upon the existing dealer network and will be refined to offer complete turnkey Geoexchange installations directly to the end consumer while focusing on larger scale commercial, bulk residential, industrial and government contracts.
The total revenues for CleanEnergy for 2008 were $6.0 million, and 2009 revenues are expected to be similar which indicates they have an existing market penetration. Management believes that the revenue can be increased through offering a turnkey solution and providing more services per transaction. Margins can be improved through volume increases and greater control of the supply chain to achieve profitable growth.
Market Characteristics and Opportunity
Geoexchange has been a rapid growth market worldwide in recent years. According to Ted Kantrowitz, vice-president of the Canadian GeoExchange Coalition, "Preliminary reports indicate that the geoexchange industry is growing at between 40 percent and 260 percent depending on the region".
In Canada, new housing, buildings, condominiums and government infrastructure buildings comprising the total market for annual new builds would represent Geoexchange installations of approximately $7 billion per annum. Additional market potential for the retrofit of existing homes and buildings is projected to be an even larger market opportunity.
In similar climates to Canada such as Sweden and Switzerland the market penetration rates of geoexchange installations for new construction is 75% or greater. This same market today in Canada is penetrated at less than 1%. In Canada, the government has provided incentives for geoexchange installations which are currently in place through both Federal and provincial programs. As such, management expects that the Canadian market will follow the European market with increasing penetration due to greater consumer acceptance year over year.
Alter NRG, through CleanEnergy, is well positioned to be a part of this growth market as consumers in Canada look to reduce their carbon footprint and lower the cost and volatility of their heating and cooling bills.
What is Geoexchange?
Geoexchange uses the energy in the earth to provide heating and cooling for houses, condominiums, hotels, schools, commercial buildings, etc. According to the US Environmental Protection Agency ("US EPA"), geoexchange "is a highly efficient renewable energy technology that is gaining wide acceptance for both residential and commercial buildings. Geothermal heat pumps are used for space heating and cooling, as well as water heating. Its great advantage is that it works by concentrating naturally existing heat, rather than by producing heat through combustion of fossil fuels."
"The technology relies on the fact that the Earth (beneath the surface) remains at a relatively constant temperature throughout the year, warmer than the air above it during the winter and cooler in the summer, very much like a cave. The geothermal heat pump takes advantage of this by transferring heat stored in the Earth or in ground water into a building during the winter, and transferring it out of the building and back into the ground during the summer. The ground, in other words, acts as a heat source in winter and a heat sink in summer."
According to the US EPA and Natural Resources Canada, some of the key
benefits of geoexchange systems for homes and buildings are:
- Geoexchange units use one unit of electricity to move three to five
units of heat from the earth.
- Geoexchange heating and cooling systems can reduce energy
consumption-and corresponding emissions-by more than 40% compared to
air source heat pumps and by over 70% compared to electric resistance
heating with standard air-conditioning equipment.
- Geoexchange systems represent a savings to homeowners of 30% to 70%
in the heating mode, and 20% to 50% in the cooling mode compared to
conventional systems. Well-designed residential systems exhibit
positive cash flows from the first month: the incremental cost of
amortizing the geoexchange system is less than the cost of the fuel
or electricity not used.
- Geoexchange systems can reduce greenhouse gas emissions by two thirds
or more compared with conventional heating and cooling systems. This
is equivalent to planting 750 trees (one acre of trees) or removing 2
cars from the road permanently.
- Geoexchange systems also improve humidity control by maintaining
about 50% relative indoor humidity, making them very effective in
humid areas and also to provide humidity in dry Canadian winters.
- Geoexchange systems have relatively few moving parts, and because
those parts are sheltered inside a building, they are durable and
- As Geoexchange systems have no outside condensing units like air
conditioners, there's no concern about noise outside the home. A two
speed geoexchange system is so quiet inside a house that users do not
know it is operating.
The primary benefits to the consumer are the decreased use of fossil fuels (which lower the consumer's carbon footprint) and lower operating costs and reduced volatility for heating and cooling.
Alter NRG is purchasing 100% of the common shares, and cancelling all option, warrants and other equity instruments through an aggregate payment of $18.4 million which will be satisfied with $7,813,541 cash and 5,301,348 common shares of Alter NRG at a deemed price of $2.00 per share. In accordance with the terms of the Offer and Sale Agreement, 801,494 shares of Alter NRG to be issued to the officers of CleanEnergy will be held back and released in equal increments on the first, second and third anniversary dates of the closing.
The Alter NRG shares being issued will have a contractual four month hold period for all shareholders. Officers of CleanEnergy will have 25% of their share consideration released after four months, and an additional 25% released in equal proportions at 6, 12 and 18 month increments after the closing date. The shares are forfeited if the officers resign from CleanEnergy during the holdback period. Upon closing non-competition agreements will be executed for a period of 3 years with all key officers and employees of CleanEnergy. In addition, CleanEnergy has agreed to a holdback of $500,000 cash to be applied against any downward adjustments to the working capital as at the closing date.
Raymond James has prepared a fairness opinion for Alter NRG and concluded the consideration payable is fair, from a financial point of view, to the Alter NRG Board of Directors. CleanEnergy was introduced to Alter NRG by Wellington West Capital Market advisors. The acquisition is expected to close on or around October 5, 2009 and is subject to the satisfaction of various standard conditions, including the receipt of all necessary regulatory approvals including the TSX.
ABOUT ALTER NRG
Alter NRG is pursuing alternative energy solutions to meet the growing demand for environmentally responsible energy in world markets. The Company's vision is to commercialize growth technologies through environmentally sustainable and economically viable alternative energy projects. The Company's objectives are twofold; first, is to further commercialize the Westinghouse Plasma technology, a wholly owned subsidiary, to provide renewable and clean energy solutions from a wide variety of feedstocks, and providing a wide variety of energy outputs - including liquid fuels like ethanol, power, and syngas and, second, to capitalize on the rapidly growing geoexchange residential and commercial heating and cooling market through a wholly owned subsidiary, CleanEnergy, that enables consumers to reduce their carbon footprint and reduce the cost and volatility of energy bills using the energy from the earth.
View the Corporate Presentation at www.alternrg.com
The Toronto Stock Exchange does not accept responsibility for the
adequacy or accuracy of this release.
Advisory Respecting Forward-Looking Statements:
This news release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "confident", "might" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to the following: currency exchange rate fluctuations; environmental risks; unanticipated reclamation expenses; ability to finance; risk of obtaining regulatory approvals; ability to find joint venture partners; engineering and design risk; fluctuation in commodity prices and other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release.
The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties including but not limited to: the failure to satisfy the conditions to closing under the Offer and Sale Agreement, including the necessary regulatory approvals; inability to penetrate the geoexchange market with a complete offering as expected, or at reduced margins; unexpected events during construction, and start-up; variations in feedstock grade,; delay or failure to receive board or government approvals; timing and availability of external financing on acceptable terms; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of commodities; failure of plant, equipment or processes to operate as anticipated; delays in the completion of development or construction activities, as well as those factors discussed in or referred to under the heading "Risk Factors" in the Company's Annual Information Form dated March 31, 2009 available at www.sedar.com which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements.
The Company cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking information and statements contained in this news release speak only as of the date of this news release, and the Company assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.
SOURCE Alter NRG Corp.
For further information: For further information: Mark Montemurro, President and Chief Executive Officer, (403) 806-3877, firstname.lastname@example.org; Daniel Hay, Chief Financial Officer, (403) 806-3881, email@example.com