- Dow and X-energy sign joint development agreement to develop a
four-unit Xe-100 facility at one of Dow’s U.S. Gulf Coast
sites
- United States Department of Energy makes Dow a subawardee under
X-energy’s Advanced Reactor Demonstration Program Cooperative
Agreement
- Dow and X-energy to develop and license technology applicable
to other industrial customers
Dow (NYSE: DOW), the world’s leading materials science company,
and X-Energy Reactor Company, LLC (“X-energy”), a leading developer
of advanced nuclear reactors and fuel technology for clean energy
generation, announced today their entry into a joint development
agreement (“JDA”) to demonstrate the first grid-scale advanced
nuclear reactor for an industrial site in North America.
As a subawardee under the U.S. Department of Energy’s (“DOE”)
Advanced Reactor Demonstration Program (“ARDP”) Cooperative
Agreement with X-energy, Dow intends to work with X-energy to
install their Xe-100 high-temperature gas-cooled reactor (“HTGR”)
plant at one of Dow’s U.S. Gulf Coast sites, providing the site
with safe, reliable, low-carbon power and steam within this decade.
The JDA includes up to $50 million in engineering work, up to half
of which is eligible to be funded through ARDP, and the other half
by Dow. The JDA work scope also includes the preparation and
submission of a Construction Permit application to the U.S. Nuclear
Regulatory Commission (“NRC”).
“The utilization of X-energy’s fourth generation nuclear
technology will enable Dow to take a major step in reducing our
carbon emissions while delivering lower carbon footprint products
to our customers and society,” said Jim Fitterling, Dow chairman
and CEO. “The collaboration with X-energy and the DOE will serve as
a leading example of how the industrial sector can safely,
effectively and affordably decarbonize.”
Working with DOE and subject to its review and approval, Dow and
X-energy expect to finalize site selection in 2023. The parties
intend to perform further ARDP-related work under the JDA as the
project progresses. Additionally, the companies have agreed to
develop a framework to jointly license and utilize the technology
and learnings from the project, which would enable other industrial
customers to effectively utilize Xe-100 industrial low carbon
energy technology.
“Today’s announcement demonstrates the commercial versatility of
the Xe-100 and is an important milestone for the future of advanced
nuclear and carbon-free energy around the world. X-energy’s
collaboration with Dow brings added significance because of the
immense opportunity to further reduce emissions in the
energy-intensive industrial sector,” said X-energy CEO J. Clay
Sell. “From the beginning to the end of the supply chain, our
technology can supply both power and heat to businesses in most
sectors of the economy to help limit their carbon footprint. We are
thrilled to work with Dow to deliver a successful project and
illustrate the broad, highly flexible applications of X-energy’s
proprietary nuclear energy technology.”
X-energy is a leading developer of a more advanced small modular
reactor (“SMR”) and proprietary fuel for carbon-free and reliable
baseload power production. Unlike existing light water and other
small modular reactors, X-energy’s HTGR technology can also support
broad industrial use applications through its high-temperature heat
and steam output that can be integrated into and address the needs
of both large and regional electricity and/or industrial
manufacturing systems. The four-reactor Xe-100 nuclear plant will
provide a Dow facility with cost-competitive, low carbon process
heat and power to make essential products used by consumers and
businesses every day. Importantly, X-energy’s innovative and
simplified modular design is road-shippable and intended to drive
scalability, accelerate construction timelines and create more
predictable and manageable construction costs.
X-energy was selected by DOE in 2020 to receive up to $1.2
billion under the ARDP in federal cost-shared funding to develop,
license, build, and demonstrate an operational advanced reactor and
fuel fabrication facility by the end of the decade. Since that
award, X-energy has completed the engineering and basic design of
the nuclear reactor, advanced development of a fuel fabrication
facility in Oak Ridge, Tennessee, and is preparing to submit an
application for licensure to the NRC.
Dow
Dow (NYSE: DOW) combines global breadth; asset integration and
scale; focused innovation and materials science expertise; leading
business positions; and environmental, social and governance
leadership to achieve profitable growth and help deliver a
sustainable future. The Company's ambition is to become the most
innovative, customer centric, inclusive and sustainable materials
science company in the world. Dow's portfolio of plastics,
industrial intermediates, coatings and silicones businesses
delivers a broad range of differentiated, science-based products
and solutions for its customers in high-growth market segments,
such as packaging, infrastructure, mobility and consumer
applications. Dow operates manufacturing sites in 31 countries and
employs approximately 37,800 people. Dow delivered sales of
approximately $57 billion in 2022. References to Dow or the Company
mean Dow Inc. and its subsidiaries. For more information,
please visit www.dow.com or follow @DowNewsroom on Twitter.
Cautionary Statement about Forward-Looking Statements
Certain statements in this press release are "forward-looking
statements" within the meaning of the federal securities laws,
including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Such statements often address expected future business and
financial performance, financial condition, and other matters, and
often contain words or phrases such as "anticipate," "believe,"
"estimate," "expect," "intend," "may," "opportunity," "outlook,"
"plan," "project," "seek," "should," "strategy," "target," "will,"
"will be," "will continue," "will likely result," "would" and
similar expressions, and variations or negatives of these words or
phrases.
Forward-looking statements are based on current assumptions and
expectations of future events that are subject to risks,
uncertainties and other factors that are beyond Dow's control,
which may cause actual results to differ materially from those
projected, anticipated or implied in the forward-looking statements
and speak only as of the date the statements were made. These
factors include, but are not limited to: sales of Dow's products;
Dow's expenses, future revenues and profitability; the continuing
global and regional economic impacts of the coronavirus disease
2019 ("COVID-19") pandemic and other public health-related risks
and events on Dow's business; any sanctions, export restrictions,
supply chain disruptions or increased economic uncertainty related
to the ongoing conflict between Russia and Ukraine; capital
requirements and need for and availability of financing; unexpected
barriers in the development of technology, including with respect
to Dow's contemplated capital and operating projects; Dow's ability
to realize its commitment to carbon neutrality on the contemplated
timeframe; size of the markets for Dow's products and services and
ability to compete in such markets; failure to develop and market
new products and optimally manage product life cycles; the rate and
degree of market acceptance of Dow's products; significant
litigation and environmental matters and related contingencies and
unexpected expenses; the success of competing technologies that are
or may become available; the ability to protect Dow's intellectual
property in the United States and abroad; developments related to
contemplated restructuring activities and proposed divestitures or
acquisitions such as workforce reduction, manufacturing facility
and/or asset closure and related exit and disposal activities, and
the benefits and costs associated with each of the foregoing;
fluctuations in energy and raw material prices; management of
process safety and product stewardship; changes in relationships
with Dow's significant customers and suppliers; changes in consumer
preferences and demand; changes in laws and regulations, political
conditions or industry development; global economic and capital
markets conditions, such as inflation, market uncertainty, interest
and currency exchange rates, and equity and commodity prices;
business or supply disruptions; security threats, such as acts of
sabotage, terrorism or war, including the ongoing conflict between
Russia and Ukraine; weather events and natural disasters; and
disruptions in Dow's information technology networks and systems;
and risks related to Dow's separation from DowDuPont Inc. such as
Dow's obligation to indemnify DuPont de Nemours, Inc. and/or
Corteva, Inc. for certain liabilities.
Where, in any forward-looking statement, an expectation or
belief as to future results or events is expressed, such
expectation or belief is based on the current plans and
expectations of management and expressed in good faith and believed
to have a reasonable basis, but there can be no assurance that the
expectation or belief will result or be achieved or accomplished. A
detailed discussion of principal risks and uncertainties which may
cause actual results and events to differ materially from such
forward-looking statements is included in the section titled "Risk
Factors" contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 2022 and the Company's subsequent
Quarterly Reports on Form 10-Q. These are not the only risks and
uncertainties that Dow faces. There may be other risks and
uncertainties that Dow is unable to identify at this time or that
Dow does not currently expect to have a material impact on its
business. If any of those risks or uncertainties develops into an
actual event, it could have a material adverse effect on Dow's
business. Dow Inc. and TDCC assume no obligation to update or
revise publicly any forward-looking statements whether because of
new information, future events, or otherwise, except as required by
securities and other applicable laws.
About X-Energy Reactor Company, LLC
X-Energy Reactor Company, LLC, is a leading developer of
advanced small modular nuclear reactors and fuel technology for
clean energy generation that is redefining the nuclear energy
industry through its development of safer and more efficient
advanced small modular nuclear reactors and proprietary fuel to
deliver reliable, zero-carbon and affordable energy to people
around the world. X-energy’s simplified, modular, and intrinsically
safe SMR design expands applications and markets for deployment of
nuclear technology and drives enhanced safety, lower cost and
faster construction timelines when compared with other SMRs and
conventional nuclear. For more information, visit X-energy.com or
connect with us on Twitter or LinkedIn.
As previously announced on December 6, 2022, X-energy entered
into a definitive business combination agreement with Ares
Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded
special purpose acquisition company. Upon the closing of the
transaction, which is expected to be completed in the second
quarter of 2023, the combined company will be named X-Energy, Inc.
and its common equity securities and warrants are expected to be
listed on the New York Stock Exchange.
Completion of the transaction is subject to approval by AAC’s
shareholders, the Registration Statement being declared effective
by the SEC, and other customary closing conditions.
About Ares Acquisition Corporation
AAC is a special purpose acquisition company (SPAC) affiliated
with Ares Management Corporation, formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination. AAC is
seeking to pursue an initial business combination target in any
industry or sector in North America, Europe or Asia. For more
information about AAC, please visit
www.aresacquisitioncorporation.com.
Additional Information and Where to Find It
In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a
registration statement on Form S-4 (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) on
January 25, 2023, which includes a preliminary proxy
statement/prospectus to be distributed to holders of AAC’s ordinary
shares in connection with AAC’s solicitation of proxies for the
vote by AAC’s shareholders with respect to the Business Combination
and other matters as described in the Registration Statement, as
well as a prospectus relating to the offer of securities to be
issued to X-energy equity holders in connection with the Business
Combination. After the Registration Statement has been declared
effective, AAC will mail a copy of the definitive proxy
statement/prospectus, when available, to its shareholders. The
Registration Statement includes information regarding the persons
who may, under the SEC rules, be deemed participants in the
solicitation of proxies to AAC’s shareholders in connection with
the Business Combination. AAC will also file other documents
regarding the Business Combination with the SEC. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY
ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS
COMBINATION.
Investors and security holders will be able to obtain free
copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by AAC through the website maintained by
the SEC at www.sec.gov. In addition, the documents filed by AAC may
be obtained free of charge from AAC’s website at
www.aresacquisitioncorporation.com or by written request to AAC at
Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New
York, NY 10167.
Forward Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the Business Combination, including statements regarding the
benefits of the Business Combination, the anticipated timing of the
Business Combination, the markets in which X-energy operates and
X-energy’s projected future results. X-energy’s actual results may
differ from its expectations, estimates and projections (which, in
part, are based on certain assumptions) and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such
forward-looking statements. Although these forward-looking
statements are based on assumptions that X-energy and AAC believe
are reasonable, these assumptions may be incorrect. These
forward-looking statements also involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Factors that may cause such
differences include, but are not limited to: (1) the outcome of any
legal proceedings that may be instituted in connection with any
proposed business combination; (2) the inability to complete any
proposed business combination or related transactions; (3)
inability to raise sufficient capital to fund our business plan,
including limitations on the amount of capital raised in any
proposed business combination as a result of redemptions or
otherwise; (4) delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals or
complete regulatory reviews required to complete any business
combination; (5) the risk that any proposed business combination
disrupts current plans and operations; (6) the inability to
recognize the anticipated benefits of any proposed business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain key employees; (7) costs related to the
proposed business combination; (8) changes in the applicable laws
or regulations; (9) the possibility that X-energy may be adversely
affected by other economic, business, and/or competitive factors;
(10) the ongoing impact of the global COVID-19 pandemic; (11)
economic uncertainty caused by the impacts of the conflict in
Russia and Ukraine and rising levels of inflation and interest
rates; (12) the ability of X-energy to obtain regulatory approvals
necessary for it to deploy its small modular reactors in the United
States and abroad; (13) whether government funding and/or demand
for high assay low enriched uranium for government or commercial
uses will materialize or continue; (14) the impact and potential
extended duration of the current supply/demand imbalance in the
market for low enriched uranium; (15) X-energy’s business with
various governmental entities is subject to the policies,
priorities, regulations, mandates and funding levels of such
governmental entities and may be negatively or positively impacted
by any change thereto; (16) X-energy’s limited operating history
makes it difficult to evaluate its future prospects and the risks
and challenges it may encounter; and (17) other risks and
uncertainties separately provided to you and indicated from time to
time described in filings and potential filings by X-energy, AAC or
X-energy, Inc. with the SEC.
The foregoing list of factors is not exhaustive. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
investors as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of AAC’s
Annual Report on Form 10-K, its subsequent Quarterly Reports on
Form 10-Q, the proxy statement/prospectus related to the
transaction, when it becomes available, and other documents filed
(or to be filed) by AAC from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
These risks and uncertainties may be amplified by the conflict
between Russia and Ukraine, rising levels of inflation and interest
rates and the ongoing COVID-19 pandemic, which have caused
significant economic uncertainty. Forward-looking statements speak
only as of the date they are made. Investors are cautioned not to
put undue reliance on forward-looking statements, and X-energy and
AAC assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by
securities and other applicable laws.
No Offer or Solicitation
This press release is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy, any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
Participants in the Solicitation
AAC and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from AAC’s
shareholders, in favor of the approval of the proposed transaction.
For information regarding AAC’s directors and executive officers,
please see AAC’s Annual Report on Form 10-K, its subsequent
Quarterly Reports on Form 10-Q, and the other documents filed (or
to be filed) by AAC from time to time with the SEC. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the Business Combination
may be obtained by reading the Registration Statement and the proxy
statement/prospectus and other relevant documents filed with the
SEC when they become available. Free copies of these documents may
be obtained as described in the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20230301005119/en/
Dow
Investors: ir@dow.com
Media: Jarrod Erpelding +1-989.633.1863 jarrod.erpelding@dow.com
or Kyle Bandlow +1-989.638.2427 kbandlow@dow.com
X-energy
Investors: XenergyIR@icrinc.com
Media: XenergyPR@icrinc.com
Ares Acquisition Corporation
Investors: Carl Drake and Greg Mason +1-888-818-5298
IR@AresAcquisitionCorporation.com
Media: Jacob Silber +1-212-301-0376 media@aresmgmt.com
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