Westinghouse Solar and CBD Energy are hoping that the definitive merger agreement both companies signed this week will be completed by Q3 2012. Approvals from both companies’ board of directors have been received. Limited closing conditions and approval by both companies’ shareholders need to be finalized in order to complete the deal.
Westinghouse Solar shareholders will receive nearly 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. Collectively, and on an as-converted basis, the Westinghouse Solar common and preferred shareholders would have nearly 15% of the outstanding CBD common shares.
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Former CEO Barry Cinnamon is leaving the company and therefore, upon signing the merger agreement, Margaret Randazzo, CFO of Westinghouse Solar, has been appointed interim CEO. The company noted that it will continue to manufacture and sell its rooftop solar power systems in the US and will have near-term openings to bring its systems to Australia and Europe through CBD. The two companies advised that they had already begun to look into developing commercial projects and partnerships in North America. Furthermore, CBD has commenced introducing Westinghouse Solar products to its Australian distribution partners while also looking at opportunities to increase contract volumes with its current customers.
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 US 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.”