Ormat Technologies announces plans to merge with Ormat Industries
Ormesa 1 geothermal plant, Imperial Valley, California (source: Ormat)
Alexander Richter
31 Eki 2014
Ormat has established a special committee of independent directors with full authority to consider the proposed transaction.
In a recent press release by Ormat, it is stated that Ormat Technologies is currently considering a potential restructuring with its parent company, Ormat Industries. The following is the Press release done by the firm:
Ormat Technologies, Inc. (NYSE: ORA) announced today, following a report to that effect issued today to the Tel Aviv Stock Exchange and the Israeli Security Authority by its parent entity, Ormat Industries, Ltd. (OIL), that the two companies are considering a possible group corporate reorganization. Under the proposed transaction, Ormat Technologies would acquire OIL by issuing shares of common stock in Ormat Technologies to OIL’s shareholders in exchange for all of the OIL shareholders’ shares in OIL, based upon an exchange ratio to be agreed upon between the parties. If approved and consummated, the transaction would eliminate OIL’s majority ownership interest in, and control of, Ormat Technologies.
The Company has established a special committee of independent directors with full authority to consider the proposed transaction, including to negotiate the exchange ratio and make a recommendation to the Board of Directors, or to reject the proposed transaction. The special committee has retained independent legal and financial advisors to assist the committee in considering the proposed transaction.
There can be no assurance at this stage whether the proposed transaction will be approved and consummated and, if consummated, what the terms (including the exchange ratio) thereof would be. Any potential transaction is subject to the negotiation and execution of definitive agreements, as well as to customary conditions and approvals, including (without limitation) regulatory approvals, an affirmative recommendation of the special committee of the Board of Directors, an approval of the full Board of Directors, and the approval of the shareholders of each of Ormat Technologies and OIL.
