Emergya Wind Technologies Holdings N.V. and Americas Wind Energy Corporation Announce Letter of Intent for Proposed Merger
14/05/2008 20:47
PR Newswire
TORONTO, Canada, May 14 /PRNewswire/ -- Americas Wind Energy Corporation ("AWE") (OTCBB: AWNE - News) and Emergya
Wind Technologies Holdings N.V. ("EWT"), the international supplier and
manufacturer of DIRECTWIND wind turbines, are pleased to announce that they
have entered into a Letter of Intent for EWT to acquire all issued and
outstanding shares of AWE in a cash merger transaction. The merger
transaction is subject to completion of EWT's due diligence and a definitive
merger agreement, AWE stockholder approval, as well as customary third party
and regulatory approvals.
As a part of its consolidation and market development strategy, through
the acquisition of AWE, EWT will control the exclusive rights to manufacture,
sell and distribute the DIRECTWIND turbine product line in North America. AWE
has licensed these rights from EWT since 2004.
"Joining with AWE in accessing the North American market for our products
will be an important milestone that further demonstrates our global
commitment to our customers and stakeholders. We are pleased that upon
completion of the merger we will be able to direct and control all sales,
customer service and manufacturing efforts of our DIRECTWIND turbines within
the fastest growing market for wind power" stated Gerry van der Sluys,
President & CEO, Emergya Wind Technologies B.V.
"This merger proposed by EWT will provide significant opportunities to
sell further Direct Drive windturbines into the North American market and AWE
looks forward to cooperating with EWT in this bold new venture," stated Hal
Dickout, President and CEO of AWE.
With its corporate offices at Schiphol Amsterdam Airport, The
Netherlands, EWT is recognized as a worldwide leader in the design of direct
drive wind turbines providing wind energy solutions with excellent Cost of
Ownership. The design of EWT's DIRECTWIND 750 and 900 turbines is
characterized by the elimination of the traditional gear box present in
conventional wind turbines, resulting in increased wind to power conversion,
improved reliability and lower maintenance costs.
About AWE
AWE holds the exclusive North American license for EWT windturbines.
Since 2004 AWE has been developing the North American market for these Direct
Drive windturbines, modified for North American grid conditions. There are 6
machines installed and several more on order and a long list of customers who
have expressed interest in going ahead with new projects. AWE has developed
very capable suppliers in North America with a strong interest in supporting
this market.
About EWT
EWT is an international wind turbine supplier specialized in the
development and the manufacturing of advanced high-quality direct drive
(gearless) wind turbines. Our 750 kW and 900 kW models feature a variety of
rotor diameters and hub heights. The key assets together formed a strong
basis on which EWT commenced commercial operations in February 2004. EWT is
determined to become one of the world's leading suppliers of high performance
direct drive wind turbines. Key objectives are to offer our customers
reliable top quality products with lowest energy generating cost during a
twenty-year operational lifetime. EWT intends to meet its objectives by a
combination of market driven product innovation, organic growth, strategic
partnerships and acquisitions, if suitable opportunities arise. EWT regards
it an additional challenge to develop and build wind farms on a full-turnkey
basis across the globe.
http://www.directwind.nl/
Notice regarding Forward- Looking Statements
This press release "contains forward looking statements" as that term is
defined in Section 27A of the United States Securities Act of 1933, as
amended, and Section21E of the United States Securities Exchange Act of 1934,
as amended. Statements in this press release which are not purely historical
are forward looking statements and include any statements regarding beliefs,
plans, expectations or intentions regarding the future. Since the forward
looking statements relate to future developments, results or events, these
statements are highly speculative and involve risks, uncertainties and
assumptions that are difficult to assess. You should not construe any of
these statements as a definitive or invariable expression of what will
actually occur or result. Such forward-looking statements in this press
release include, among others, the expectation and/or claim regarding: (i)
the completion of any merger between EWT and AWE (ii) that North America will
continue to be the fastest growing market for wind power; (iii) the merger
proposed by EWT will ensure a significant opportunity to sell further Direct
Drive windturbines into the North American market; or (iv) the installation
of further Direct Drive turbines in North America.
Actual results could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among others, (i)
timely receipt of all required approvals for the proposed merger; (ii)
continued interest of customers in direct drive technology; (iii) the ability
to obtain all required parts from suppliers to manufacture wind turbines;
(iv) sufficient funding to complete the manufacture of wind turbines; (v) the
ability to develop and maintain relationships with subcontractors and
qualified manufacturers in North America; (vi) the ability to manufacture
products in North America cost effectively and efficiently; and (vii) the
ability to maintain and update, when and if required, its quality assurance
programs and quality control procedures for its subcontractors and partners.
These forward-looking statements are made as of the date of this press
release and the Company assumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ from
those projected in the forward-looking statements. Although the Company
believes that the beliefs, plans, expectations and intentions contained in
this press release are reasonable, there can be no assurance those beliefs,
plans, expectations, or intentions will prove to be accurate. Investors
should consider all of the information set forth herein and should also refer
to the risk factors disclosed in the Company's periodic reports filed from
time to time with the Securities and Exchange Commission and available at
http://www.sec.gov/.
Contact: Emergya Wind Technologies B.V., Jonni Abbenhuis, +31(0)20-316-33-61, j.abbenhuis@directwind.nl, Fax: +31(0)20-316-33-71, Mobile: +31(0)6-24222939 or Americas Wind Energy Corporation, Investor Relations Department, Tel. +1-416-233-5670, Darrell Kublick, Director Investor Relations, darrellk@awewind.com
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