Anergy Signs Letter of Intent to Acquire AllcoGreen Corp. as its Qualifying
Transaction
VANCOUVER, Oct. 6 /CNW/ - Anergy Capital Inc. (the "Company" or "Anergy") (TSX Venture: ACA.P) has entered into a Letter of Intent dated September 30, 2010 (the "LOI") with AllcoGreen Corp. ("AllcoGreen"), a Delaware corporation with offices in Houston, Texas. AllcoGreen has contracted to purchase a large commercial building and construction management firm which had 2009 audited revenues exceeding $86 million, and has had a long history of earnings.
AllcoGreen intends to expand on the existing business, in part by expanding on ecology positive initiatives, products and contracts within the existing business. One of the goals is for AllcoGreen to become a leading sustainable building and renewable energy project company. The requirement to save energy, mitigate environmental problems, and find economic solutions of doing so has fostered a wave of demand for sustainable construction and building innovation. AllcoGreen intends to leverage its success and add additional technologies and products to meet some of this demand in areas that are seeing signs of positive economic gain, such as the Houston area.
The LOI provides for Anergy to acquire all of the issued and outstanding shares of AllcoGreen in exchange for shares of Anergy (the "Transaction"). The number of Anergy shares to be issued at the closing of the Transaction has not been determined by the parties and is expected to be influenced by the policies of the TSX Venture Exchange (the "Exchange"). Anergy is a capital pool company ("CPC") and intends the Transaction to constitute its Qualifying Transaction under the policies of the Exchange.
The parties have agreed to negotiate a definitive agreement in order to formalize the terms of the Transaction that will be subject to conditions such as Exchange acceptance of the Transaction.
The Transaction is an arm's length transaction. Shareholder approval is not expected to be required under the policies of the Exchange because of the arm's length nature of the Transaction; however, shareholder approval for the Transaction may be otherwise sought or required.
The parties expect to complete one or more financings in conjunction with the Transaction, within the Company and/or AllcoGreen. Neither the amount or structure of these financings has yet been determined.
The LOI provides that, as of the date of the closing of the Transaction, AllcoGreen will have closed the acquisition of the aforementioned construction company.
Management
Upon closing of the Transaction, the Board of Directors of Anergy is expected to be comprised of nominees of AllcoGreen, including Paul Cox and Scott Jarnagin. At that time, the existing members of the board of directors, Harley Sinclair, Eugene Beukman and Lisa Payne, will resign as directors and/or officers of Anergy.
The Qualifying Transaction
Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange unless exempt in accordance with Exchange policies or waived by the Exchange. Anergy expects that the Transaction may require sponsorship and plans to provide a news release update should a sponsor be retained. Anergy also expects that trading in its common shares will remain halted pending completion of the Qualifying Transaction. The common shares of Anergy may trade sooner, only upon Exchange approval and the filing of required materials with the Exchange as contemplated by the CPC policy.
Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if applicable pursuant to Exchange Requirements, shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
A follow-up news release will be issued when additional information is available.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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For further information: please contact Harley Sinclair, Chief Executive Officer at: ANERGY CAPITAL INC., 1010-609 Granville Street, P.O. Box 10354, Pacific Centre, Vancouver, British Columbia, V7Y 1G5, Telephone: 778-785-0321, Facsimile: 604-648-8031
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