ICP Solar signs letter of intent to buy Spanish firm Ibersolar in share purchase deal


ICP Solar Technologies said today that it has signed a binding letter of intent to buy privately held Ibersolar Energía, a leading European manufacturer and supplier of solar photovoltaic systems, solar thermal systems, and absorption units with annual sales of approximately €120 million. Under the terms of the deal, ICP, a Montreal-based developer, manufacturer and marketer of solar panels, cell-based products, monitoring software, and power management solutions, will acquire 100% of Ibersolar’s shares.

“I am extremely pleased to announce the most important strategic decision in our company’s history,” said Sass Peress, chairman/CEO of ICP. “By acquiring Ibersolar, ICP will see a twentyfold increase in the size of its business and automatically become a recognized player in the burgeoning European market.

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“Ibersolar brings with it excellent solar applications, established R&D, strong supplier relationships, and a substantial customer base that spans commercial, industrial, and government entities across the continent,” he continued. “We expect to realize distribution synergies and cross-fertilization of product lines immediately–particularly with regard to our Sunsei Wireless Greenmeters–and the acquisition is anticipated to be accretive to earnings within the first year of operation. Ibersolar will also be able to leverage our proprietary solar roof tiles for applications in Europe and elsewhere.”

The parties said that they have agreed and undertaken to enter into a mutually agreeable definitive share purchase agreement and any other documents necessary for the acquisition within six weeks of the signing of the letter, or as soon as practicable thereafter.

The closing of the deal is also contingent on financing by ICP of a minimum of $15 million on terms acceptable to both parties. A term sheet must be arranged before Dec. 15, 2008; a Form 8K filed with the SEC outlines additional terms, according to the companies.

The new company structure after the acquisition, but before the financing, will be owned 20% by existing ICP shareholders and 80% by existing Ibersolar shareholders on a fully diluted basis.

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