Victoria, BC, Canada (July 2, 2014) Carmanah Technologies Corporation (TSX: CMH) (“the Company” or “Carmanah”) announces that it has completed a merger with SOL Inc., a privately-owned Florida-based company that designs, manufactures and sells solar outdoor LED lighting solutions (“SOL”), pursuant to which SOL has become a wholly owned subsidiary of Carmanah. The Company had previously announced a deal to acquire SOL on March 21, 2014 (after the signing of a letter of intent) and the signing of a definitive merger agreement (the “Merger Agreement”) on May 26, 2014.
“The acquisition of SOL speaks to Carmanah’s belief in the growth potential for solar powered outdoor lighting” said John Simmons, Carmanah’s President and Chief Executive Officer. “Combined with SOL, Carmanah becomes a far stronger competitor in the market with greater capability to serve an expanding global customer base.”
Under the terms of the Merger Agreement, Carmanah will issue approximately 37,858,606 common shares of Carmanah and will pay approximately U.S. $56,598 to the former SOL shareholders as consideration to acquire (i) all of SOL’s outstanding shares; and (ii) an outstanding related party debt beneficially owned by SOL’s controlling shareholder, Michael Sonnenfeldt. An additional earn-out of 3% of total revenues received by Carmanah is available to electing former shareholders of SOL. This earn-out applies to 10 specifically identified prospective sales opportunities brought forth by SOL and is subject to various conditions. Most significantly, each of these projects must result in revenues of at least $5.0 million and the sales order must be received and accepted by Carmanah prior to December 31, 2015, although cash and delivery can occur after that date. Mr. Sonnenfeldt and certain of his affiliates have elected to waive their right to receive all earn-out payments should they accrue. Accordingly any earn-out payment will be payable to the remaining former SOL shareholders on a proportional basis.
The securities described in this press release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent an exemption from such registration requirements.
About SOL Inc.
SOL Inc. is a global leader in commercial outdoor LED lighting solutions powered by solar energy and the market leader in North America. Over the past two decades, the company has installed more than 60,000 systems in more than 60 countries on six continents. SOL Inc. has provided reliable, cost-effective, customized and esthetically pleasing solar lighting solutions for a wide range of lighting applications including roadways, parking lots, paths and trails, perimeter security, campuses, military bases, storage areas and for ad lights or monument signs. SOL’s lighting solutions are less expensive than grid-tied lighting for many applications because they eliminate the cost of wiring, trenching and other electrical and utility costs. For more information, please visit www.solarlighting.com.
About Carmanah Technologies Corporation
As one of the most trusted names in solar technology, Carmanah has earned a reputation for delivering strong and effective solar products for roadway, marine, airfield, traffic and obstruction applications worldwide. With products proven to perform reliably in some of the world's harshest environments, Carmanah solar LED lights, signaling and solar power systems provide durable, dependable and cost effective alternatives. Carmanah is a publicly traded company, with common shares listed on the Toronto Stock Exchange under the symbol "CMH”. For more information, visit www.carmanah.com.
Carmanah Technologies Corporation:
Stuart Williams, (250) 380-0052
Chief Financial Officer/Corporate Secretary
Statements contained in this news release relating to future results, events or developments and statements containing the words "believes," "may," "could", "plans," "will," "estimate," "continue," "anticipates," "intends," "expects", “goal” and similar expressions, are "forward-looking statements" or “forward-looking information” under applicable Canadian securities laws. Forward-looking information relates to future events or future performance and reflects management of Carmanah’s expectations or beliefs regarding future events. Examples of forward-looking information in this news release include, but are not limited to, statements with respect to the potential earn-out payments.
Forward-looking statements or information are subject to the related assumptions made by Carmanah and involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from those expressed or implied by such statements or information. Such factors and assumptions include, but are not limited to: uncertainty regarding the timing and satisfaction of closing conditions to the merger and debt purchase, including receipt of shareholder and regulatory approvals; uncertainty regarding the potential benefits of the merger; uncertainty regarding the amount of earn-out consideration that may be earned and paid.
Given the uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. Carmanah disclaims any obligation to update, or to publicly announce any revisions to, any such statements or information to reflect future results, events or developments, except as required by law.