Under the terms of the transaction the acquirer will acquire
100% of issued and outstanding shares of Day4 ecoTec from
Day4 for a total consideration of $100 and will cause Day4
ecoTec to issue a secured debenture to Day4 in the principal
amount of €4.5 million, which represents net amounts advanced
by Day4 to Day4 ecoTec and the two parties have agreed is the
amount owingon the closing date. The secured debenture
carries an interest coupon equal to the main refinancing
operation (fixed rate) of the European Central Bank plus 5%
per annum, to a maximum of 7.5% per annum for the first five
years and
8% per annum thereafter. The debenture will be secured
against the assets of Day4 ecoTec and the security will rank
behind any existing bank security of Day4 ecoTec. The
principal portion of the debenture is to be paid to Day4 by
quarterly instalments in the amount of a specified percentage
of Day4 ecoTec's cash receipts in a quarter, to a maximum of
€200,000 per quarter. Interest will be payable quarterly in
arrears. The secured debenture will mature on March 31,
2022.
The sale is expected to significantly reduce Day4's monthly
operating costs as well as its long and short term debt. As a
result of the transaction, Day4's staff will be reduced from
132 employees to
50 employees.
In connection with the sale, certain long-term relationship
agreements and non-competition agreements were terminated
which agreements were initially entered into at the time when
Day4 acquired Day4 ecoTec. The long term relationship
agreement previously included restrictions on the manner and
timing of any dispositions of Day4 shares by the previous
owners of Day4 ecoTec and provided that Day4 would appoint
two nominees of the previous owner to the board of directors
of Day4.
This sale transaction is exempt from the shareholder and
valuation requirements of "related party" transactions under
applicable securities legislation as Day4 is considered to be
in financial hardship and the transaction is designed to
improve Day4's financial position. The transaction was
unanimously approved by the directors of the Company,
excluding the related director.
Day4 Energy Inc. is a Canadian company dedicated to providing high performance photovoltaic (PV) solutions for residential, commercial and utility scale installations. By fundamentally improving on the design and assembly of solar cells and modules, the Company produces unique PV panels of high power density, increased lifetime and uncompromised aesthetic appearance. Day4 Energy partners with international technology leaders to develop and deliver IEC- and UL-certified solar products to customers around the world. Day4 Energy is listed on the Toronto Stock Exchange under the symbol "DFE". For more information, please visit www.day4energy.com.
Caution Regarding Forward-Looking StatementsThis news release contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements include, among other things, statements relating to our expectations regarding our revenues, expenses, cash flows, operating performance and future profitability and our expectations regarding monthly operating expenses and short and long term debt. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project",
"could", "plan", "intend", "should", "believe", "outlook",
"potential", "target", and similar words suggesting future
events or future performance.
The forward-looking statements contained in this news release
are based on assumptions, which include, but are not limited
to the minimum base of licensed manufacturing capabilities
required for revenues to become sufficient to cover the costs
of the Company's operations; the interest of third parties in
manufacturing Day4's products under license; our ability to
meet and manage demand for our products; achieving increased
PV cell and PV module efficiencies; expanding our existing
product line; developing new markets for our products and
securing necessary certifications in such markets; building
the Day4 brand, attracting customers, and developing and
maintaining customer and supplier relationships; continuing
our strong relationships with our suppliers; effectively
managing foreign exchange risks; effectively managing credit
risks of customers and other counterparties; protecting our
intellectual
property rights and not infringing on the intellectual
property rights of third parties; timely processing by
certification agencies for new products; the continued
existence of government incentives for the generation of
electricity using solar power; and complying with applicable
governmental regulations and standards.
Such forward-looking statements are subject to risks,
uncertainties and other factors, including those listed in
our Annual Information Form filed with Canadian securities
regulatory authorities, many of which are beyond our control
and each of which contributes to the possibility that our
forward-looking statements will not occur or that actual
results, performance or achievements may differ materially
from those expressed or implied by such statements. These
risks, uncertainties and other factors include, but are not
limited to risks relating to negotiating and closing the
transaction with Ever Energy Ltd., risks related to newly
acquired businesses, dilution risk, our financial strength
and our ability to effectively manage our cash flow; there
may be a lower than expected interest from third parties in
manufacturing Day4's products under license; the absence of
confirmed PV cell suppliers could impact our ability to
secure third party licensees of our technology with PV cells
incorporating Day4's technology; the non- production of Day4
PV modules until licensed manufacturers are established may
damage our sales
channels, our brand and our reputation; the possibility that
we may be subject to litigation by our suppliers or
customers; warranty claims; risks relating to the protection
of our intellectual property and intellectual property
infringement claims by third parties; our reliance on a
limited number of suppliers; government
subsidies and economic incentives for PV power could be
reduced or eliminated; the financial strength of
our competitors; competition from other forms of renewable
energy; our ability to manage growth effectively; our ability
to open up new markets for our products; demand for PV
modules may reduce; technological advances from competitors
that may render our products uneconomic or obsolete; the
impact of general economic, market or business conditions;
currency market fluctuations; and other factors, many of
which are beyond our control and any risks described in the
management information circular to be prepared in connection
with the Ever Energy Co. Ltd. transaction.
The forward-looking statements made in this news release
relate only to events or information as of the date indicated
above. Except as required by law, we undertake no obligation
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or
otherwise, after the date on which the statements are made or
to reflect the occurrence of unanticipated events.
###
George Rubin President and CEO Day4 Energy Inc. (604) 296 0422
distributed by | This press release was issued by Day4 Energy Inc. and was initially posted at http://www.day4energy.com/wp-content/uploads/PR-Day4-Reports-Sale-of-Day4-ecoTec-04-02-12.pdf . It was distributed, unedited and unaltered, by noodls on 2012-04-03 22:47:33 PM. The issuer is solely responsible for the accuracy of the information contained therein. |