Clean Energy Completes Acquisition of IMW
September 07 2010 - 12:39PM
Business Wire
Clean Energy Fuels Corp. (Nasdaq: CLNE) has completed the
acquisition of substantially all of the assets of IMW Industries,
Ltd. (IMW). IMW manufactures and services advanced natural gas
fueling compressors and related equipment that is sold to station
operators and commercial fleets and has provided more than 1,000
installations in over 20 countries. IMW is headquartered near
Vancouver, British Columbia and has a second manufacturing facility
near Shanghai, China.
The purchase price includes $15.6 million in cash and 4,017,408
shares of Clean Energy stock that will be issued to IMW’s
shareholder. An additional $288,000 will be paid by Clean Energy
once the Chinese regulatory authorities approve the transfer of IMW
Compressors (Shanghai) Co. Ltd. to the Company, which is
anticipated within the next forty-five days. The shares issued at
closing are registered and available for immediate resale by the
IMW shareholder. Clean Energy has also agreed to pay IMW’s
shareholder four additional annual payments of $12.5 million each
(consisting of $5 million in cash plus an additional $7.5 million
in cash or Clean Energy common stock to be determined at Clean
Energy’s option) on January 31, 2011 through 2014. IMW’s
shareholder may also receive an earn-out payment based on certain
percentages of future gross profits earned by IMW over the next
four years, assuming the gross profit exceeds certain minimum
thresholds, up to a maximum of $40 million in the aggregate.
“This acquisition positions Clean Energy strategically in the
forefront of the rapidly growing natural gas vehicle industry
worldwide,” said Andrew J. Littlefair, Clean Energy President and
CEO. “It also strengthens our service package domestically as an
integrated provider of advanced compression technology,
station-building and fueling.”
Conference Call Information
Investors interested in participating in the live call to be
held today, Tuesday, Sept. 7 at 11 am Pacific time, can dial
877.407.4018 from the U.S. International callers can dial
201.689.8471. A telephone replay will be available approximately
two hours after the call concludes and will be available through
Thursday, October 7, 2010 by dialing 877.660.6853 from the U.S., or
201.612.7415 from international locations, and entering account
number 3055 and conference ID number 356627. There also will be a
simultaneous, live webcast available on the Investor Relations
section of the Company's web site at www.cleanenergyfuels.com. The
webcast will be archived and available for replay for 30 days.
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 18,300 vehicles at 200 strategic locations across the United
States and Canada. Clean Energy owns and operates two LNG
production plants, one in Willis, Texas and one in Boron, Calif.,
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
owns and operates a landfill gas facility in Dallas, Texas, that
produces renewable methane gas, or biomethane, for delivery in the
nation’s gas pipeline network. Its subsidiary, IMW Industries, is a
leading supplier of compressed natural gas (CNG) equipment for
vehicle fueling and industrial applications with more than 1,000
installations in over 20 countries. Clean Energy also owns BAF
Technologies, Inc. of Dallas, a leading provider of natural gas
vehicle systems and conversions for taxis, limousines, vans,
pick-up trucks and shuttle buses. Please visit
www.cleanenergyfuels.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 statements about future payments that may be made by
Clean Energy to the IMW shareholder, the timing for the transfer of
IMW Compressors (Shanghai) Co. Ltd. and future sales opportunities
for IMW’s products and services. Actual results and the timing of
events could differ materially from those anticipated in these
forward-looking statements due to lack of demand for IMW’s products
and services, unanticipated regulatory delays, or deterioration of
the U.S. or global economy and changes in governmental regulations
in other countries that promote natural gas vehicle programs. 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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