-- Westinghouse Solar Shareholders to Receive CBD Energy Shares -- CBD closes $25M credit facility to fund European projects -- Significant cost savings anticipated
CAMPBELL, Calif., May 9, 2012 -- Westinghouse Solar, Inc.
systems, and CBD Energy Ltd. (ASX:CBD), a diversified renewable energy
company, today 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'
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.
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."
Interim Operations and Joint Business Development Initiatives
Westinghouse Solar will continue to produce and sell its innovative rooftop
solar power systems in the US and will have near-term opportunities to
distribute its systems in Australia and Europe through CBD. Westinghouse
Solar has already implemented cost reductions in anticipation of the Merger
that are expected to save in excess of $1.0 million annually. Elimination of
duplicative public listing costs, reduction of overlapping corporate
overhead and supply-chain efficiencies are expected to yield additional
benefits to the combined enterprise.
Westinghouse Solar and CBD have already begun exploring the development of
commercial projects and partnerships in North America. In addition, CBD has
begun introducing the Westinghouse Solar products to its Australian
distribution partners and is pursuing opportunities to increase contract
volumes with its current customers who would deploy the Westinghouse Solar
CBD Energy Executive Outlook
Managing Director and CEO of CBD, Gerry McGowan, said "The merger with
Westinghouse Solar is expected to be highly beneficial for CBD. The US
market is rapidly developing into one of the largest and most stable
end-markets for solar energy systems. The merger provides CBD an immediate
point of access with an experienced management team capable of driving rapid
expansion for the combined business. We expect to leverage the Westinghouse
Solar relationships to provide new opportunities for distributing
energy-efficiency products and services produced by our Industrial Energy
Efficiency Division and to create new outlets and applications for our
proprietary energy storage technology.
The merger is an important step in CBD's strategy of growing a portfolio of
revenue streams diversified across profitable customer segments,
geographies, and technologies. Also important for CBD's shareholders is the
improved liquidity CBD anticipates will accompany the shift to a U.S.
listing upon closing of the merger. CBD plans to apply for listing on NASDAQ
because it is host to the world's largest collection of cleantech public
companies and attracts a corresponding level of investor attention."
CBD Energy has experienced significant growth over the past three fiscal
years ended June 30, with revenues growing from approximately A$17M for its
fiscal year ended June 30 2009, to A$165M in FY2011.
During the same three-year period EBITDA increased from a loss of A$3.3M in
FY2009 to profits of A$7.9 in FY 2010 and A$4.8M in FY2011.
To capitalize on its European project pipeline, CBD recently announced the
closing of a $25 million credit facility that will permit it to develop
projects utilizing a Build-Operate-Transfer ("BOT") model to deliver turnkey
projects to institutional acquirers of revenue-generating renewable assets.
When fully utilized, the credit facility is sufficient to support the
development and sale of solar projects totaling more than A$35 million
revenue per quarter.
Consequently, CBD is now able to prioritize projects in its current
pipeline, focusing on those with potential net contribution margins above
10%. CBD expects to expand this credit facility in the future for
application to additional projects in North America that would utilize
products and capabilities of Westinghouse Solar.
Conference Call Information
Westinghouse Solar will host a conference call at 12:00PM Pacific Time
(3:00PM Eastern Time) on Thursday, May 10, 2012 to discuss the merger of
Westinghouse Solar and CBD. To access the live call in the United States,
please dial 877-393-9062 and for international callers dial
678-894-3023 approximately 10 minutes prior to the start of the call.
The conference ID is 80139651. The conference call will also be broadcast
live over the Internet and will be available via webcast which can be
accessed from the "Investor Relations" section of the company's website at
http://ir.westinghousesolar.com/events.cfm. The webcast will be archived on
the company's website at www.westinghousesolar.com.
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.
About Westinghouse Solar: (Nasdaq:WEST)
Westinghouse Solar is a designer and manufacturer of solar power systems. In
2007, Westinghouse Solar pioneered the concept of integrating the racking,
wiring and grounding directly into the solar panel. This revolutionary solar
panel, originally branded "Andalay", quickly won industry acclaim. In 2009,
the company again broke new ground with the first integrated AC solar panel,
reducing the number of components for a rooftop solar installation by
approximately 80 percent and lowering labor costs by approximately 50
percent. This AC panel which won the 2009 Popular Mechanics Breakthrough
Award, has become the industry's most widely installed AC solar panel. A new
generation of products named "Instant Connect" has just been introduced and
is expected to achieve even greater market acceptance. Award-winning
Westinghouse Solar Power Systems provide the best combination of safety,
performance and reliability, while backed by the proven quality of the
Westinghouse name. For more information on Westinghouse Solar, visit
About CBD Energy (ASX:CBD)
CBD is Australia's emerging leader in renewable energy, enabling the
efficient use of renewable energy for utilities, businesses and households
through operations in wind, solar, energy storage and engineering. It has
become one of the largest non-utility suppliers and installers of solar
energy generation equipment for both large- and domestic-scale operation in
Australia. Utilizing its globally-competitive supply chain, CBD is also
currently developing and profitably installing solar projects in Europe and
Southeast Asia, both directly and through joint ventures. For more
information on CBD, visit http://www.cbdenergy.com.au/.
About Chardan Capital Markets, LLC
Chardan is a global, full-service investment bank with offices in New York,
Los Angeles, Sydney and Beijing. Chardan maintains a loyal, focused client
base of U.S. institutional investors and family offices that are actively
seeking investment opportunities in both public and private Australian
entities. The firm also serves as a bridge between its Asian and Australian
corporate clients and U.S. capital markets.
Chardan's investment banking group specializes in IPOs/secondaries, private
placements, restructurings, M&A advisory services and mezzanine debt
financing. Chardan's research team has an international focus, specializing
in actively covering non-U.S. listed companies. The NY and LA-based
institutional trading desks provide 24-hour coverage for international
equities and options.