ORIX to Acquire 22% Ownership Stake in Ormat from FIMI and Bronicki Investments and Simultaneously Enter into Strategic Partn...
04 Maio 2017 - 12:38PM
Ormat Technologies, Inc. (NYSE:ORA) and ORIX Corporation (TSE:8591)
(NYSE:IX) announced today that ORIX will acquire an approximately
$627 million ownership stake in Ormat by purchasing approximately
11.0 million shares of Ormat common stock from FIMI ENRG Limited
Partnership, FIMI ENRG, L.P. (collectively, "FIMI"), Bronicki
Investments, Ltd. ("Bronicki"), and senior members of management,
representing in the aggregate an approximately 22.1% ownership
position in Ormat. The per share sale price to be paid by
ORIX at closing (subject to satisfaction of customary conditions,
including regulatory approvals) is $57, which was the prevailing
market price at the time that ORIX, FIMI and Bronicki reached
agreement on the commercial terms of their transaction. The
parties expect closing (including with respect to the agreements
described below) to occur in the third quarter of 2017.
Under terms of a new Commercial Cooperation
Agreement between the two companies, Ormat will have exclusive
rights to develop, own, operate and provide equipment for ORIX
geothermal energy projects in all markets outside of Japan.
In addition, Ormat will have certain rights to serve as technical
partner and co-invest in ORIX geothermal energy projects in
Japan. Also, ORIX will assist Ormat in obtaining project
financing for its geothermal energy projects from a variety of
leading providers of renewable energy debt financing with which
ORIX has relationships in Asia and around the world.
Under related agreements, ORIX will have the
right to designate three persons to be appointed to an expanded
nine-person Ormat board of directors and also propose a fourth
person to be mutually agreed by Ormat and ORIX to serve as a new
independent director on the Ormat board. In addition, for so
long as ORIX is entitled to board representation, ORIX will be
subject to certain customary standstill restrictions, including an
effective 25% cap on its voting rights. ORIX will also have
certain customary registration rights with respect to the shares of
Ormat common stock that it will own.
A Special Committee of the Ormat board of
directors was formed to evaluate and negotiate the shareholder
arrangements proposed by ORIX. The Special Committee received
independent legal counsel from Davis Polk & Wardwell LLP.
The agreements between ORIX and Ormat were executed by Ormat
following the unanimous recommendation of the Special Committee and
the unanimous approval by the Ormat board of directors.
"We are excited to partner with ORIX, one of the
world’s leading diversified companies with operations in 36
countries, to advance the interests of both companies," commented
Gillon Beck, Ormat's Chairman. "With ORIX's significant presence
around the world, access to capital and strong positioning
throughout Asia, we believe Ormat can enhance and accelerate its
strategic growth plans in the renewable energy market. We expect
this collaboration will expand the number and quality of growth
opportunities that Ormat enjoys around the world, particularly in
Asia." Mr. Beck added "These past years have been exciting ones
characterized by continued growth and strategy execution. I would
like to thank the devoted management and employees of Ormat for
their relentless efforts. ORIX is joining an amazing company and I
am confident that Ormat will continue to excel and reach new
highs."
“We are delighted to be partnering with Ormat to
support the company’s expansion in the global geothermal energy
market” said Mr. Yuichi Nishigori, Head of Energy and Eco Services
Business Headquarters of ORIX. “As one of Asia’s leading
investors in the renewable energy sector, and with a growing
portfolio of renewable energy investments around the world, we
recognize the importance of having clean, reliable, baseload power
such as that which geothermal provides, and we believe that the
geothermal sector has the potential to become an increasingly large
component of the world’s overall energy mix. Given Ormat’s
technological leadership and increasingly global portfolio of
operations, we believe the company is well positioned to help lead
this expansion, and we look forward to working with the Ormat board
and existing management team to facilitate the company’s future
growth and value creation.”
“Following the meetings and discussions I had
with ORIX’s management in the last several weeks, I am confident
that this significant cooperation agreement will support our
strategic plan to expand our geographical footprint as well as
technological and customer base” said Isaac Angel, Ormat’s CEO. “We
expect that the comprehensive capabilities and track record of
Ormat together with ORIX’s commitment to expanding the scope of its
geothermal and other renewable energy activities will
accelerate our growth. I look forward to leading our cooperation
with ORIX on future opportunities.”
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 474 employees in the United States and over
700 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.
About ORIX
ORIX Corporation (TSE:8591) (NYSE:IX) is an
opportunistic, diversified, innovation-driven global powerhouse
with a proven track record of profitability. Established in 1964,
ORIX at present operates a diverse portfolio of businesses in the
operations, financial services, and investment spaces. ORIX’s
highly complementary business activities span industries including:
energy, private equity, infrastructure, automotive, ship and
aircraft, real estate and retail financial services. ORIX has also
spread its business globally by establishing locations in a total
of 36 countries and regions across the world. Through its business
activities, ORIX has long been committed to corporate citizenship
and environmental sustainability. 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 the parties’ plans, objectives and expectations
for future operations and are based upon the parties' 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. These forward-looking
statements are made only as of the date hereof, and neither party
undertakes any 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
ORIX Corporation Contact
Corporate Planning Department
+81-3-3435-3121
Ormat Technologies (NYSE:ORA)
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