CALGARY, June 5, 2015 /CNW/ - Alter NRG Corp. ("Alter NRG" or the "Company") (TSX:NRG) and Harvest International New Energy, Co., Ltd. ("Harvest") announced today that they have received written notification from the Committee on Foreign Investment in the United States ("CFIUS") under the Exon-Florio Amendment to the Defense Production Act of 1950, as amended, that it intends to initiate a second-stage investigation in respect of the application submitted by Alter NRG and 1030629 B.C. Ltd. (the "Offeror"), a wholly-owned subsidiary of Harvest, in respect of the offer by the Offeror 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.
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, which was accepted for review on May 5. Under the governing regulations, CFIUS has a period of 30 days to review the notification after it accepts it and may, at the end of such period, initiate a 45-day investigation of the transaction. On June 4, 2015, the Company and the Offeror received written notification from CFIUS that it intended to commence such an investigation. The 45-day period expires on July 20, 2015, though it is possible CFIUS' investigation could close sooner. CFIUS has not provided information with respect to its reasons for proceeding with the investigation; however, decisions by CFIUS to initiate 45-day investigations have been on the rise in recent years. Going forward, the Company intends to publicly announce the closing of the CFIUS investigation and any other material change to anticipated timing for completion of the Offer.
As previously announced on May 28, 2015, the expiry time of the Offer has been extended until 5:00 p.m. (Calgary time) on June 15, 2015, as detailed in the Notice of Extension sent by the Offeror to Alter NRG's shareholders and available for review under Alter NRG's profile on SEDAR at www.sedar.com. In the event that CFIUS clearance is not received prior to the extended expiry time of the Offer, the Offeror has agreed, subject to the terms set forth in the support agreement in connection with the Offer, to further extend the Offer.
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, the take up of and payment for shares 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.