U.S. Geothermal Inc. Enters Into Definitive Agreement to Be Acquired by Ormat Technologies Inc. for $5.45 in Cash Per Share
24 Janeiro 2018 - 11:30AM
U.S. Geothermal Inc. (the “Company”) (NYSE American:HTM) announced
today that it has entered into a definitive merger agreement under
which a wholly owned subsidiary of Ormat Technologies, Inc.
(“Ormat”) (NYSE:ORA) will acquire the Company for $5.45 per share
in an all cash transaction.
The agreement, which has been unanimously
approved by both companies’ Boards of Directors, represents a
premium of approximately 28.5% to the prior day closing stock price
on January 23rd, 2018.
Statement by Doug Glaspey, a Founder and
Chief Executive Officer of US Geothermal
“We are proud that Ormat, the industry leader in
geothermal development, recognized our company’s value and have
confidence in their ability to successfully develop the US
Geothermal asset base,” said Doug Glaspey, CEO of US Geothermal.
“This transaction provides compelling value to our shareholders and
is a testament to the hard work and efforts of our talented team
members.”
Statement by Ormat
“US Geothermal has developed a high-quality
portfolio of geothermal assets,” said Isaac Angel, CEO of Ormat
Technologies. “As part of Ormat, we will leverage our core
capabilities to help improve generation and enhance efficiency of
these assets while also working to advance expansion opportunities.
With this transaction, we demonstrate again the implementation of
our business strategy to grow our business with accretive M&A
transactions.”
Transaction Details
The transaction is not subject to a financing
condition and is expected to close during the second quarter of
2018, subject to the approval of US Geothermal shareholders and the
satisfaction of customary closing conditions, including applicable
regulatory approvals.
Certain funds advised by JCP Investment
Management, LLC, which own approximately 15.0% of the outstanding
shares of US Geothermal, as well as the directors and officers of
US Geothermal have entered into an agreement to vote in favor of
the transaction.
ROTH Capital Partners, LLC acted as financial
advisor and Dorsey & Whitney, LLP acted as legal counsel to US
Geothermal.
About U.S. Geothermal Inc.:U.S.
Geothermal Inc. is a leading and profitable renewable energy
company focused on the development, production and sale of
electricity from geothermal energy. The Company is currently
operating geothermal power projects at Neal Hot Springs, Oregon,
San Emidio, Nevada and Raft River, Idaho for a total designed net
output of approximately 45 MWs. The Company is also developing
projects at: the Geysers, California; a second phase project at San
Emidio, Nevada; at Crescent Valley, Nevada; and the El Ceibillo
project located near Guatemala City, Guatemala.
Please visit our Website at:
http://www.usgeothermal.com
FOR ADDITIONAL INFORMATION PLEASE
CONTACT:Scott Anderson – Director, Investor Relations and
Corporate Communications U.S. Geothermal Inc. Tel:
208-424-1027 Fax: 208-424-1030 sanderson@usgeothermal.com
Cautionary Statement Regarding
Forward-Looking StatementsThis press release related to
the proposed merger transaction with Ormat Technologies and U.S.
Geothermal contains forward-looking statements, including
statements regarding expected benefits of the merger and the timing
of the transaction. Actual results could differ materially from
those projected or forecast in the forward-looking statements.
Factors that could cause actual results to differ materially
include the following: U.S. Geothermal shareholders may not approve
the transaction; the conditions to the completion of the
transaction may not be satisfied, or the regulatory approvals
required for the transaction may not be obtained on the terms
expected, on the anticipated schedule, or at all; closing of the
transaction may not occur or may be delayed, either as a result of
litigation related to the transaction or otherwise; the parties may
be unable to achieve the anticipated benefits of the transaction;
completing the merger may distract the Company’s management from
other important matters; and the other factors discussed in “Risk
Factors” in U.S. Geothermal’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2016 and in its other filings with
the SEC, which are available at http://www.sec.gov. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof. Forward-looking
statements are based on management’s expectations, beliefs and
opinions on the date the statements are made. U.S. Geothermal
Inc. assumes no obligation to update forward-looking statements if
management’s expectations, beliefs, or opinions, or other factors,
should change.
Important Additional Information and
Where to Find It
In connection with the proposed transaction,
U.S. Geothermal will file with the SEC and mail or otherwise
provide to its shareholders a proxy statement regarding the
proposed transaction. BEFORE MAKING ANY VOTING DECISION, U.S.
GEOTHERMAL SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY
STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security
holders may obtain a free copy of the proxy statement and other
documents that U.S. Geothermal files with the SEC (when available)
from the SEC’s website at www.sec.gov and U.S. Geothermal’s website
at http://www.usgeothermal.com. In addition, the proxy statement
and other documents filed by U.S. Geothermal with the SEC (when
available) may be obtained from U.S. Geothermal free of charge by
directing a request to Scott Anderson – Director, Investor
Relations and Corporate Communications, U.S. Geothermal Inc., 390 E
Parkcenter Blvd, Suite 250, Boise, ID 83706, Phone:
208-424-1027.
Certain Participants in the
Solicitation
U.S. Geothermal, its directors and certain of
its executive officers and employees may be deemed, under SEC
rules, to be participants in the solicitation of proxies from U.S.
Geothermal shareholders with respect to shareholder approval of the
proposed acquisition of U.S. Geothermal. Information regarding the
names of U.S. Geothermal’s directors and executive officers and
their respective interests in U.S. Geothermal by security holdings
or otherwise is set forth in U.S. Geothermal’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2016, U.S.
Geothermal’s definitive proxy statement for its 2017 Annual Meeting
of Shareholders filed with the SEC on May 25, 2017. Additional
information regarding the interests of such individuals in the
proposed transaction will be included in the proxy statement
relating to such acquisition when it is filed with the SEC. These
documents may be obtained free of charge from the SEC’s website at
www.sec.gov and U.S. Geothermal’s website at
http://www.usgeothermal.com.
The NYSE American does not accept responsibility
for the adequacy of this release.
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