Composite Technology Corporation (CTC) has announced the execution of the Share Exchange Agreement with shareholders of EU Energy plc representing at least 95% of the issued and outstanding shares of EU Energy plc (EU Energy), which allows the acquisition of 100% of EU Energy.
EU Energy owns 100% of the issued and outstanding capital stock of a group of companies which own the rights to produce and sell worldwide the DeWind range of wind energy generation turbines. Under the terms of the Share Exchange Agreement, subject to customary closing conditions, the EU Energy shareholders executing such agreement have agreed to transfer all of their shares in EU Energy to CTC, and, following a special EU Energy Shareholders’ Meeting on the 14th of June and a closing scheduled for July 3, 2006, CTC expects to receive 100% of the ownership of EU Energy, with any dissenting shareholders transferring their shares in accordance with the terms of certain “drag along” rights.
The entire share capital of EU Energy will be transferred to CTC in exchange for 39,169,665 shares of CTC’s unregistered common stock. The shares of CTC common stock issued to the five major shareholders and representing 73.89% of the total EU Energy issued and outstanding shares will be subject to a lock-up agreement with indemnification obligations, in an “EU Energy Principals’ Agreement”.
Mr. Michael Porter, the CEO of EU Energy, will be appointed as the President of CTC while Mr. Benton Wilcoxon will remain as Chief Executive Officer of CTC following completion of the acquisition. The pricing of the transaction was established based on the CTC share price at the close on May 11, 2006 and each selling shareholder will receive three (3) CTC shares of common stock for every two (2) shares of EU Energy. This fixes the value of EU Energy at approximately $60.7 million.
