Ormat Technologies, Inc. (NYSE:ORA) announced today that, in
connection with the closing of the previously reported acquisition
by ORIX Corporation of an approximately 22.1% ownership stake in
Ormat from certain selling shareholders, Ormat has implemented
certain corporate governance changes in accordance with the terms
of the Governance Agreement entered into by Ormat and ORIX in
connection with such acquisition by ORIX. Ormat also
announced that the previously reported Commercial Cooperation
Agreement entered into by Ormat and ORIX is now effective.
Pursuant to the Governance Agreement and Ormat’s
Fourth Amended and Restated By-Laws, the number of directors
serving on Ormat’s Board of Directors was increased from eight
directors to nine directors. Acting upon the recommendation
of the Nominating and Corporate Governance Committee of the Board
of Directors, the Board of Directors appointed Mr. Byron Wong as a
director to fill the newly created directorship on the Board of
Directors resulting from the increase in the size of the Board of
Directors. The Board of Directors has determined that Mr.
Wong is independent in accordance with the New York Stock Exchange
listing standards and the rules and regulations of the Securities
and Exchange Commission.
Ormat also announced today that each of Mr.
Robert E. Joyal and Mr. Ami Boehm have resigned as directors of
Ormat, and Mr. Gillon Beck has resigned as a director of Ormat and
from his position as the Chairman of the Board of Directors.
Mr. Joyal and Mr. Boehm have served as directors on Ormat’s Board
of Directors since May 2012, and Mr. Beck has served as a director
on Ormat’s Board of Directors since May 2012 and as the Chairman of
Ormat’s Board of Directors from May 2012 to June 2014, and again
since November 2015.
“We would like to thank Gillon Beck for his
leadership over the past five years. Gillon has had a significant
role in establishing a strong and cohesive Board that oversaw the
company’s efforts to enhance efficiencies as part of its long-term
growth strategy. We would also like to thank Ami Boehm and
Robert E. Joyal for their dedication and significant contributions
during their tenure as Directors on the Board,” said Isaac
Angel, Ormat’s CEO.
Acting upon the recommendation of the Nominating
and Corporate Governance Committee of the Board of Directors, the
Board of Directors appointed Mr. Yuichi Nishigori, Mr. Stan
Koyanagi and Mr. Todd Freeland to the Board of Directors to fill
the vacancies on the Board of Directors resulting from the
resignation of Mr. Joyal, Mr. Boehm and Mr. Beck,
respectively. Mr. Freeland has also been appointed as the new
Chairman of the Board of Directors. The director resignations
and appointments occurred pursuant to the Governance Agreement and
Ormat’s Fourth Amended and Restated By-Laws in connection with, and
subject to, the closing of the acquisition by ORIX of its ownership
stake in Ormat and the transactions contemplated by the related
agreements entered into by Ormat and ORIX, including the Governance
Agreement.
Mr. Byron Wong has been involved as a private
energy consultant following his retirement from Chevron Corporation
at the end of 2012 after more than 31 years with Chevron, its
affiliates and predecessor companies. While at Chevron, Mr. Wong
was Senior Vice President - Commercial Development (Asia) for
Chevron Global Power Company, managing a team of professionals in
identifying and developing opportunities for independent power
projects to monetize Chevron’s gas in-region, and also
participating as a member of a decision review board for overseeing
Chevron’s geothermal development opportunities in Indonesia and the
Philippines. Mr. Wong also sat on the board of three joint venture
companies in Singapore, Thailand and South Korea. Prior to the
merger with Chevron, Mr. Wong established and staffed the initial
Asian office location for Texaco Power and Gasification in
Singapore in 1999. Before moving to Singapore, Mr. Wong was based
in London with Texaco Europe, first as the Director of New Business
Development (Downstream) for Central/Eastern Europe and Former
Soviet Union, with primary responsibility for developing Texaco’s
downstream entry into this region; then second, as Vice President
of Upstream Corporate Development for Europe, Eurasia, Middle East
and North Africa, focusing on opportunities for upstream oil and
gas mergers, divestments and acquisitions. Mr. Wong received
his MBA in Finance from the University of California at Los Angeles
in 1977, and his BA in Economics from the University of California
at Los Angeles in 1974.
Mr. Yuichi Nishigori has a wealth of experience
and advanced knowledge relating to diversified business activities
through his business execution experience in the field of project
development and investment. He currently serves as Head of Energy
and Eco Services Business Headquarters of ORIX Corporation and has
been appointed as a member of the Board of Directors of ORIX since
2015. In addition, he also serves on the board of directors of
Ubiteq, Inc. (traded on the Tokyo Stock Exchange) and other
non-public companies in multiple countries. Prior to joining ORIX
in 2003, Mr. Nishigori began his investment and finance career at
The Industrial Bank of Japan, Limited (presently Mizuho Bank) in
1980 and engaged in structured finance and various other corporate
finance business in Asia and the U.S. Mr. Nishigori has a
Bachelor’s Degree of Law from University of Tokyo (1980) and a
Master’s Degree of Law from Boalt Hall School of Law, University of
California, Berkeley (1983).
Mr. Stan H. Koyanagi has represented public and
private companies as a California-licensed lawyer for over 30
years, advising on corporate transactional, regulatory, compliance
and governance matters. He started his legal career in
private practice in 1985 and became a partner at the international
law firm of Graham & James LLP (now Squire Patton Boggs LLP) in
1993 before serving in senior legal positions at ORIX USA
Corporation, the US holding company of ORIX Corporation, and KB
HOME, a NYSE-listed homebuilder. He was appointed to the
Board of Directors of ORIX Corporation and promoted to the position
of Corporate Senior Vice President and Global General Counsel of
ORIX Corporation in June 2017. Mr. Koyanagi received a
Bachelor of Science degree from the University of Southern
California in 1982 and a Juris Doctor degree from Stanford
University in 1985.
Mr. Todd C. Freeland has over 30 years of
experience leading a diverse range of businesses and investments in
over 50 countries across the Americas, Europe, the Middle East and
Asia, in industries that include energy, infrastructure, financial
services, communications, media, and technology. He currently
serves as Co-Head of Energy and Eco Services Business Headquarters
at ORIX Corporation, where he is helping to lead the firm’s global
expansion into sectors including renewable energy, resource and
waste management, and other energy supply, conservation and storage
activities. Prior to joining ORIX, Mr. Freeland served as the
Director General of Private Sector Operations at the Asian
Development Bank, where he was responsible for leading ADB’s
banking and investment activities throughout Asia, deploying over
$2 billion of capital annually in companies and transactions that
promote environmentally sustainable and inclusive economic growth.
Prior to the Asian Development Bank, Mr. Freeland was a senior
executive at several leading financial services firms, including
BMO Financial Group and Goldman Sachs & Co. A U.S.
national, Mr. Freeland holds a Master’s degree in International
Finance and Marketing from the Kellogg Graduate School of
Management, Northwestern University, where he was an Austin
Scholar. He received his Bachelor’s degree with Distinction in
Economics from the University of North Carolina.
"We are very pleased to welcome Mr. Freeland,
Mr. Wong, Mr. Koyanagi and Mr. Nishigori to Ormat’s Board.
The new members of the Board bring with them a set of skills and a
range of experiences to support Ormat in executing its strategy as
well as in seizing new opportunities. With the new Directors
and existing Board members working closely with Ormat's excellent
management team, I am confident that Ormat will continue to succeed
in achieving its business goals. I would also like to thank
all of Ormat's employees, and especially the management team led by
Isaac Angel, the CEO, for their relentless dedication and
commitment to excellence; I have been honored to work with all of
the employees and management for the past years and strongly
believe that the Company will continue its growth together with
ORIX as a strategic investor," commented Gillon Beck, Ormat's
outgoing Chairman.
About Ormat Technologies
With over five decades of experience, Ormat
Technologies, Inc. is a leading geothermal company and the only
vertically integrated company engaged in geothermal and recovered
energy generation (REG), with the objective of becoming a leading
global provider of renewable energy. The company owns,
operates, designs, manufactures and sells geothermal and REG power
plants primarily based on the Ormat Energy Converter – a power
generation unit that converts low-, medium- and high-temperature
heat into electricity. With 73 U.S. patents, Ormat’s power
solutions have been refined and perfected under the most grueling
environmental conditions. Ormat has 530 employees in the
United States and over 720 overseas. Ormat’s flexible,
modular solutions for geothermal power and REG are ideal for the
vast range of resource characteristics. The company has
engineered, manufactured and constructed power plants, which it
currently owns or has installed to utilities and developers
worldwide, totaling 2,200 MW of gross capacity. Ormat’s
current 727 MW generating portfolio is spread globally in the U.S.,
Kenya, Guatemala, and Guadeloupe.
Safe Harbor Statement
Information provided in this press release may
contain statements relating to current expectations, estimates,
forecasts and projections about future events that are
"forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. These forward-looking
statements generally relate to Ormat’s plans, objectives and
expectations for future operations and are based upon its
management’s current estimates and projections of future results or
trends. Actual future results may differ materially from
those projected as a result of certain risks and
uncertainties. For a discussion of such risks and
uncertainties, see “Risk Factors” as described in Ormat
Technologies, Inc.’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 1, 2017.
These forward-looking statements are made only
as of the date hereof, and we undertake no obligation to update or
revise the forward-looking statements, whether as a result of new
information, future events or otherwise.
Ormat Technologies Contact:
Smadar Lavi
slavi@ormat.com
Investor Relations
775-356-9029 (ext. 65726)
Investor Relations Agency Contact:
Rob Fink/Brett Maas
Hayden - IR
646-415-8972/646-536-7331
rob@haydenir.com / brett@haydenir.com
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