Enterprising Investor
6 months ago
Alternus Energy Group Plc Completes Business Combination with Clean Earth Acquisitions Corp. (12/22/23)
Transatlantic clean energy independent power producer (“IPP”) Alternus Energy Group Plc (OSE: ALT) (“AEG”) has today completed its previously announced business combination with Clean Earth Acquisitions Corp. (NASDAQ: CLIN) (“Clean Earth”), a special purpose acquisition company. The business combination was approved by Clean Earth shareholders in a Special Meeting of Clean Earth shareholders on December 4, 2023.
The newly combined company will operate under the name “Alternus Clean Energy Inc.” (“Alternus Clean Energy” or the “Company”). Under the terms of the amended business combination agreement, AEG owns approximately 80% of the Company with the remaining shares owned by Clean Earth sponsors and public shareholders. The Company has acquired a majority of AEG’s assets while AEG will continue to exist as a separate legal entity and will continue to trade on the Euronext Growth stock market in Oslo under the ticker (OSE: ALT). The assets acquired comprise 168 megawatts (MW) in operation, 98 MW under construction, over 300 MW in various stages of development and an acquisition pipeline of over 1 GW.
Alternus Clean Energy’s common stock is expected to begin trading on the NASDAQ Stock Market on or about December 26, 2023 under the ticker symbol “ALCE”.
"This is a momentous step forward for Alternus and its stakeholders. The completion of the business combination with Clean Earth and resultant listing on Nasdaq, is a key strategic pillar in our commitment towards a sustainable future,” commented Alternus Clean Energy CEO, Vincent Browne. “Following a year of consolidation and reshaping the business to best capture the opportunities in hand, that deliver higher margins with lower equity requirements, we are now very well positioned to accelerate our impact, extend our reach, and drive significant growth in the business towards our goal of having 3 GW of operating assets within the next five years.”
Clean Earth CEO Aaron Ratner stated, “We are thrilled with the completion of our business combination with AEG. This strategic alignment of expertise and values positions us to make an enduring impact on the renewable energy sector. As part of Alternus Clean Energy, we are excited to leverage our combined resources to build a leading Transatlantic clean energy IPP.”
Advisors
Clean Earth was advised by Jones Group Ventures LLC as financial advisors with Winston & Strawn LLP, Proskauer Rose LLP serving as legal counsel on the transaction.
AEG was advised by Sichenzia Ross Ference Carmel LLP as their legal counsel.
About Alternus Energy Group
Alternus is a transatlantic clean energy independent power producer. Headquartered in Ireland, we currently develop, install, own, and operate utility scale solar parks in Europe and the US. Our highly motivated and dynamic team at Alternus have achieved rapid growth in recent years. Building on this, our goal is to reach 3GW of operating projects within five years through continued organic development activities and targeted strategic opportunities. Our vision is to become a leading provider of 24/7 clean energy delivering a sustainable future of renewable power with people and planet in harmony. For more information visit www.alternusenergy.com.
About Clean Earth Acquisitions Corp.
Clean Earth Acquisitions Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, focused on identifying and developing a strategic partnership with a business that participates in the global energy transition ecosystem that is facilitating the way that energy is produced, stored, transmitted, distributed, and consumed, all while reducing or mitigating greenhouse gas emissions. For more information visit www.cleanearthacquisitions.com.
https://www.globenewswire.com/news-release/2023/12/22/2800844/0/en/Alternus-Energy-Group-Plc-Completes-Business-Combination-with-Clean-Earth-Acquisitions-Corp.html
Enterprising Investor
7 months ago
Clean Earth and Alternus Energy Announce Continuation of Business Combination Close Process (12/12/23)
Clean Earth Acquisition Corp. (Nasdaq: CLIN) (“Clean Earth” or the “Company”), announced today that the conditions to closing the business combination (the “Business Combination”) between Clean Earth and Alternus Energy Group Plc, a public limited company incorporated under the laws of Ireland, (OSE: ALT, “Alternus”) have not yet been satisfied and the business combination has not closed, as described in the definitive proxy statement/prospectus filed by the Company with the SEC on November 14, 2023 (the “Proxy Statement/Prospectus”). The parties are working together to expeditiously satisfy such closing conditions, including obtaining the approval of Nasdaq to list the post-combination company’s common stock following the closing of the business combination. There can be no assurance that the business combination will be consummated within the time period required by Clean Earth’s governing documents, which currently provide that Clean Earth must consummate its initial consummation by May 28, 2024.
About Clean Earth Acquisitions Corp.
Clean Earth Acquisitions Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, focused on identifying and developing a strategic partnership with a business that participates in the global energy transition ecosystem that is facilitating the way that energy is produced, stored, transmitted, distributed, and consumed, all while reducing or mitigating greenhouse gas emissions. For more information visit www.cleanearthacquisitions.com.
About Alternus Energy Group
Alternus is a transatlantic clean energy independent power producer. Headquartered in Ireland, we currently develop, install, own, and operate utility scale solar parks in Europe and the US. Our highly motivated and dynamic team at Alternus have achieved rapid growth in recent years. Building on this, our goal is to reach 3GW of operating projects within five years through continued organic development activities and targeted strategic opportunities. Our vision is to become a leading provider of 24/7 clean energy delivering a sustainable future of renewable power with people and planet in harmony. For more information visit www.alternusenergy.com.
https://www.globenewswire.com/news-release/2023/12/12/2794760/0/en/Clean-Earth-and-Alternus-Energy-Announce-Continuation-of-Business-Combination-Close-Process.html
Enterprising Investor
7 months ago
Submission of Matters to a Vote of Security Holders (12/05/23)
As previously announced, on October 12, 2022, Clean Earth Acquisitions Corp. (the “Company”) and Alternus Energy Group Plc (“Alternus”) entered into a Business Combination Agreement (the “Business Combination Agreement”), as amended by that certain First Amendment to the Business Combination Agreement, dated as of April 12, 2023, by and among the Company, Alternus and the Clean Earth Acquisitions Sponsor, LLC (the “Sponsor”) (the “First Amendment to the Business Combination Agreement” or the “BCA Amendment”).
On December 4, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), at which holders of 14,418,460 shares, composed of 6,751,793 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and 7,666,667 Class B common stock, par value $0.0001 per share (the “Class B Common Stock” together with the Class A Common Stock, the “Common Stock”), were present in person or by proxy, representing approximately 86.32% of the voting power of the 16,704,230 issued and outstanding Common Stock (“Outstanding Shares”) entitled to vote at the Special Meeting as of the close of business on November 8, 2023, which was the record date for the Special Meeting. The final voting results for each proposal submitted to the stockholders of record of the Company at the Special Meeting are included below. Each of the proposals described below was approved by the Company’s stockholders of record.
In connection with the Special Meeting, stockholders properly elected to redeem an aggregate of 2,647,190 Class A Common Stock at a redemption price of approximately $10.68 per share (the “Redemption”), for an aggregate redemption amount of approximately $28,271,989.20.
https://www.sec.gov/ix?doc=/Archives/edgar/data/1883984/000110465923123744/tm2332284d1_8k.htm
Enterprising Investor
7 months ago
Clean Earth and Alternus Energy Announce Shareholder Approval of Business Combination (12/05/23)
NEW YORK & DUBLIN, 5 December 2023 - Clean Earth Acquisition Corp. (Nasdaq: CLIN) (“Clean Earth” or the “Company”), a publicly traded special purpose acquisition company and Transatlantic clean energy independent power producer Alternus Energy Group Plc, a public limited company incorporated under the laws of Ireland, (OSE: ALT, “Alternus” or the “Company”), announced today that at a special meeting (the “Special Meeting”) held on December 4, 2023, the Company’s shareholders voted to approve the previously announced business combination between the Company and Alternus (the “Business Combination”) as well as other proposals related to the Business Combination as described in the definitive proxy statement/prospectus filed by the Company with the SEC on November 14, 2023 (the “Proxy Statement/Prospectus”). The Company plans to file the results of the Special Meeting on a Form 8-K with the Securities and Exchange Commission today.
On October 12, 2022, Clean Earth entered into a definitive business combination agreement (as amended on April 12, 2023) with Alternus and Clean Earth Acquisitions Sponsor LLC, which, upon stockholder approval, will result in Alternus becoming a publicly traded company. Upon closing of the transaction, which is expected to occur shortly after the Special Meeting and subject to the terms of the business combination agreement, Clean Earth will be renamed “Alternus Clean Energy Inc.” An application for listing on the Nasdaq Global Market of the combined company’s common stock and warrants under the new ticker symbols “ALCE” and ”ALCEW,” respectively, is expected to be effective upon consummation of the Business Combination.
About Clean Earth Acquisitions Corp.
Clean Earth Acquisitions Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, focused on identifying and developing a strategic partnership with a business that participates in the global energy transition ecosystem that is facilitating the way that energy is produced, stored, transmitted, distributed, and consumed, all while reducing or mitigating greenhouse gas emissions. For more information visit www.cleanearthacquisitions.com.
About Alternus Energy Group
Alternus is a transatlantic clean energy independent power producer. Headquartered in Ireland, we currently develop, install, own, and operate utility scale solar parks in Europe and the US. Our highly motivated and dynamic team at Alternus have achieved rapid growth in recent years. Building on this, our goal is to reach 3GW of operating projects within five years through continued organic development activities and targeted strategic opportunities. Our vision is to become a leading provider of 24/7 clean energy delivering a sustainable future of renewable power with people and planet in harmony. For more information visit www.alternusenergy.com.
https://www.sec.gov/Archives/edgar/data/1883984/000110465923123744/tm2332284d1_ex99-1.htm
Enterprising Investor
7 months ago
Submission of Matters to a Vote of Security Holders (11/28/23)
On November 24, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), at which holders of 13,076,044 shares, composed of 5,409,377 Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and 7,666,667 Class B common stock, par value $0.0001 per share (the “Class B Common Stock” together with the Class A Common Stock, the “Common Stock”), were present in person or by proxy, representing approximately 78.28% of the voting power of the 16,704,230 issued and outstanding Common Stock (“Outstanding Shares”) entitled to vote at the Special Meeting as of the close of business on November 2, 2023, which was the record date for the Special Meeting.
In connection with the Special Meeting, stockholders properly elected to redeem an aggregate of 5,351,009 Class A Common Stock at a redemption price of approximately $10.62 per share (the “Redemption”), for an aggregate redemption amount of approximately $56,808,987. Following the Redemption, approximately $29,689,612 will remain in the Company’s trust account (the “Trust Account”), not including any Extension Payments, as described below.
At the Special Meeting, the Company’s stockholders approved the proposal (the “Extension Amendment Proposal”) to amend the Company’s second amended and restated certificate of incorporation (the “Charter”) to give the Company the right to extend the date by which it has to consummate a business combination (the “Extension”), from November 28, 2023 (the “Termination Date”) to May 28, 2024, (the “Extended Date”).
As a result of the approval of the Extension Amendment Proposal, the Company’s sponsor (the “Sponsor”) exercised the Extension and agreed that for each month following the Termination Date, or pro rata portion thereof if less than a month, until the earlier of (i) the date of the special meeting held in connection with the stockholder vote to approve an initial business combination and (ii) May 28, 2024 (or any earlier date of termination, dissolution or winding up of the Company in accordance with its governing documents), the Sponsor will deposit, on or before the 28th day of each such month, $78,303.51 (each such deposit, an “Extension Payment”), which is equal to the lesser of (i) $120,000 and (ii) $0.028 for each Public Share that was not redeemed in connection with the Extension Amendment Proposal, into the Trust Account for the aggregate benefit of holders of the Company’s Public Shares that were not redeemed, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of the Company’s initial business combination. The Sponsor will not be repaid in the event that the Company is unable to consummate an initial business combination, unless there are funds available outside the Trust Account to do so.
https://www.sec.gov/ix?doc=/Archives/edgar/data/1883984/000110465923121696/tm2331691d1_8k.htm
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