Westinghouse Solar, CBD Energy Enter All-Stock Merger Agreement
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Westinghouse Solar, Inc. (Nasdaq: WEST), and CBD Energy Ltd. jointly announced the signing of a definitive merger agreement. The merger has been approved by the Boards of Directors of both companies and consummation is targeted for third quarter 2012, subject to satisfaction of limited closing conditions and approval by both companies' shareholders.
The common shareholders of Westinghouse Solar will receive approximately 3.7 CBD common shares for each share held and its preferred shareholders will receive CBD preferred shares which will be convertible into CBD common shares. On an as-converted basis the Westinghouse Solar common and preferred shareholders collectively would hold approximately 15% of the outstanding CBD common shares, calculated as-if the merger was consummated on the signing date. Upon consummation of the merger, the combined company is expected to trade on a U.S. exchange.
Upon execution of the Merger Agreement, Margaret Randazzo (CFO of Westinghouse Solar) was also appointed Interim CEO; former CEO Barry Cinnamon is leaving the company. Ms. Randazzo stated that, "From our initial meetings in December of 2011, it was evident to the management and directors of both companies that there were substantial benefits to be realized through a business combination. This transaction is expected to improve the financial standing of Westinghouse Solar allowing the company to better serve its established customers in the US and creating a more solid platform for international growth. Our team is excited about the enhanced opportunities this transaction provides both companies and the benefits for our shareholders. We look forward to being an engine of growth for CBD's global renewable energy business."
Chardan Capital Markets, LLC ("Chardan") acted as sole M&A Advisor to CBD, assisted CBD in negotiating the Merger Agreement and served as sole placement agent for CBD's credit facility. Reed Smith LLP and Allens Arthur Robinson provided legal counsel to CBD.
Cantor Fitzgerald & Co. provided a fairness opinion to the Board of Directors of Westinghouse Solar and DLA Piper provided legal counsel.
The common shareholders of Westinghouse Solar will receive approximately 3.7 CBD common shares for each share held and its preferred shareholders will receive CBD preferred shares which will be convertible into CBD common shares. On an as-converted basis the Westinghouse Solar common and preferred shareholders collectively would hold approximately 15% of the outstanding CBD common shares, calculated as-if the merger was consummated on the signing date. Upon consummation of the merger, the combined company is expected to trade on a U.S. exchange.
Upon execution of the Merger Agreement, Margaret Randazzo (CFO of Westinghouse Solar) was also appointed Interim CEO; former CEO Barry Cinnamon is leaving the company. Ms. Randazzo stated that, "From our initial meetings in December of 2011, it was evident to the management and directors of both companies that there were substantial benefits to be realized through a business combination. This transaction is expected to improve the financial standing of Westinghouse Solar allowing the company to better serve its established customers in the US and creating a more solid platform for international growth. Our team is excited about the enhanced opportunities this transaction provides both companies and the benefits for our shareholders. We look forward to being an engine of growth for CBD's global renewable energy business."
Chardan Capital Markets, LLC ("Chardan") acted as sole M&A Advisor to CBD, assisted CBD in negotiating the Merger Agreement and served as sole placement agent for CBD's credit facility. Reed Smith LLP and Allens Arthur Robinson provided legal counsel to CBD.
Cantor Fitzgerald & Co. provided a fairness opinion to the Board of Directors of Westinghouse Solar and DLA Piper provided legal counsel.
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