Clean Energy to Acquire BAF Technologies, Leading Natural Gas Vehicle Technology and Conversion Company
September 24 2009 - 6:30AM
Business Wire
With growing demand for natural gas vehicles (NGVs) in the
United States, Clean Energy Fuels Corp. (Nasdaq: CLNE) has signed a
purchase and sale agreement to acquire BAF Technologies, Inc. of
Dallas, Texas, the leading provider of natural gas vehicle systems
and conversions in the United States. The acquisition will close
upon each party meeting certain closing conditions. The purchase
price payable at the closing of the acquisition of BAF is
approximately $8.3 million. Pursuant to the terms of the
acquisition agreement, the purchase price will be used in part to
pay off the outstanding debt of BAF. Due to the fact that
approximately $3.8 million of BAF’s outstanding debt is held by
Clean Energy Finance, a wholly owned Clean Energy subsidiary, Clean
Energy anticipates paying a net amount of approximately $4.5
million in cash to acquire BAF at the closing. BAF shareholders
will be able to earn a percentage of the future gross profit earned
by the acquired company as additional consideration if BAF achieves
certain gross profit targets in fiscal 2010 and 2011.
“BAF is a well-known company within the alternative fuel vehicle
business providing product for several of our target markets,” said
Andrew J. Littlefair, Clean Energy's President and CEO. “This
action will give confidence to potential fleet customers in the
light-duty arena who are considering transitioning their fleets to
natural gas fuel. BAF will provide a significant resource for
light-duty vehicle conversions as well as the ability to work with
the automakers to develop additional U.S. products.
"Domestic auto manufacturers have been remiss in not making NGVs
available in the United States, even though the same companies
produce numerous makes and models overseas where the NGV market is
also growing,” noted Littlefair. “We believe that automakers will
ultimately produce natural gas vehicles for the U.S. market. When
they do, BAF's technology may aid the automakers for future NGVs
that are produced on a factory line. And today, BAF's after-market
systems ensure that current NGVs are available for domestic
light-duty fleets. We believe that the acquisition of BAF will
support the needs of fleet customers today and will help us take
advantage of the accelerating growth in the domestic NGV market in
the future."
Founded in 1992, BAF provides natural gas vehicle conversions,
alternative fuel systems, application engineering, service and
warranty support and research and development. Its vehicle
conversions include taxis, limousines, vans, pick-up trucks and
shuttle buses. BAF utilizes advanced natural gas system integration
technology and has certified NGVs under both EPA and CARB standards
achieving Super Ultra Low Emission Vehicle (SULEV) emissions.
Following AT&T’s announcement in March of its intent to
deploy more than 15,000 alternative-fuel vehicles over the next
five years, approximately 8,000 of which are expected to be NGVs,
BAF was awarded a purchase order to provide AT&T with the
initial 600 Ford E-Series converted CNG vans.
Additionally, the recent action by the Texas legislature
mandating the conversion of 13,500 fleet vehicles to alternative
fuels with lowest fuel cost is another indicator of the potential
increased demand for NGVs. Natural gas fuel is lower in cost than
any other commercially available alternative fuel.
Clean Energy (Nasdaq: CLNE) is the leading provider of
natural gas (CNG and LNG) for transportation in North America. It
has a broad customer base in the refuse, transit, ports, shuttle,
taxi, trucking, airport and municipal fleet markets, fueling more
than 17,200 vehicles at 184 strategic locations across the United
States and Canada. Clean Energy owns and operates two LNG
production plants, one in Willis, TX and one in Boron, CA, with
combined capacity of 260,000 LNG gallons per day and designed to
expand to 340,000 LNG gallons per day as demand increases. It also
owns and operates a landfill gas facility in Dallas, TX that
produces renewable methane gas or biogas for delivery in the
nation’s gas pipeline network. Please visit
www.cleanenergyfuels.com
BAF Technologies is the premier provider of natural gas
vehicle upfits. Founded in 1992, and headquartered in Dallas,
Texas, the company supports global clients with alternative fuel
systems, application engineering, technical training, service
parts, technical consulting, research and development, design, and
engineered products. During the past decade, the company has been
the leader in marketing and systems integration for niche markets
within the AFV industry. To learn more about or to inquire about
BAF’s offerings, please visit www.BAFtechnologies.com
Forward-Looking Statements This news release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 that involve risks, uncertainties and assumptions,
including the closing of the proposed acquisition, the potential
payment of additional consideration to BAF shareholders if the
acquired company achieves future gross profit targets, the
potential for U.S. car manufacturers to begin making and selling
NGVs in the United States, the likelihood that BAF technology may
prove useful to any U.S. car manufacturers that elect to make and
sell NGVs in the United States, the number of potential NGVs
produced and sold by BAF, and in particular, the number of vehicles
that may be sold by BAF to AT&T or the State of Texas. Actual
results and the timing of events could differ materially from those
anticipated in these forward-looking statements as a result of
several factors including the demand for and performance of BAF’s
vehicles, BAF’s ability to produce the vehicles in a timely fashion
and the growth of the natural gas vehicle market in the U.S. The
forward-looking statements made herein speak only as of the date of
this press release and the company undertakes no obligation to
publicly update such forward-looking statements to reflect
subsequent events or circumstances.
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