CALGARY, June 15, 2015 /CNW/ - Alter NRG Corp. ("Alter NRG" or the "Company") (TSX:NRG) and Harvest International New Energy, Co., Ltd. ("Harvest") announced today that the expiry time of the offer by 1030629 B.C. Ltd. (the "Offeror"), a wholly-owned subsidiary of Harvest, to acquire (the "Offer") all of the issued and outstanding common shares of Alter NRG ("Common Shares") for C$5.00 in cash per share has been extended until July 24, 2015, to allow required regulatory approvals to be obtained. All other terms and conditions of the Offer remain the same.
The completion of the Offer is subject to clearance from the Committee on Foreign Investment in the United States ("CFIUS"). The CFIUS review process was initiated by the Company and the Offeror jointly filing a voluntary notice on May 1, 2015 to CFIUS requesting review of the proposed transaction. As previously announced on June 5, 2015, the Company and the Offeror were informed by CFIUS that it was initiating a 45-day second-stage investigation in respect of the application submitted by Alter NRG and the Offeror. The 45-day period expires July 20, 2015, though it is possible CFIUS' investigation could close sooner.
The Offer is open for acceptance until 5:00 p.m. (Calgary time) on July 24, 2015, unless further extended or withdrawn in accordance with the support agreement entered into in connection with the Offer (the "Support Agreement"), and is conditional upon, among other things, there being validly deposited or tendered and not withdrawn, a number of Alter NRG common shares that represents at least 662/3% of the outstanding common shares, the votes of which would be included in any minority approval of a second step business combination pursuant to Multilateral Instrument 61-101 –– Protection of Minority Security Holders in Special Transactions.
A notice announcing the extension of the Offer will be sent by the Offeror to Alter NRG's shareholders. The notice will also be available for review under Alter NRG's profile on SEDAR at www.sedar.com.
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.
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 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, approval of applicable governmental authorities (including CFIUS), as well as the timing of such approval, the satisfaction or waiver of the 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 (including regulatory 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, firstname.lastname@example.org; Daniel Hay, Chief Financial Officer, (403) 214-4235, email@example.com