January 28, 2013
Ellomay Capital Ltd. (NYSE
) announced its entry into a binding Letter of Terms for the purchase of two photovoltaic (solar) sites (the "
") with fixed technology in the Veneto Region,
). The PV Sites are fully constructed and operating and were connected to the Italian national grid in
under the applicable Feed-in-Tariff.
Each of the PV Sites is held by an Italian company wholly-owned by a German company that has recently entered into insolvency proceedings (the "
"). According to the Letter of Terms, the Company or one of its wholly-owned subsidiaries shall purchase all the outstanding shares of the two Italian companies (Soleco S.r.l and Tecnoenergy S.r.l), as well as their existing shareholder loans and amounts due to an entity related to the Seller, in consideration for an aggregate purchase price of approximately
Euro 25.5 million
) (based on a transaction cut-off date of
September 30, 2012
). The Letter of Terms was approved by the creditors' committee of the Seller and by the administrator appointed to the Seller.
The Letter of Terms provides for finalization and execution of detailed agreements by
January 31, 2013
and the Company expects that such detailed agreements will be executed on or shortly after such date. Upon the execution of the detailed agreements, the Company is to deposit in a trust account a nonrefundable deposit of
Euro 12.5 million
on account of the purchase price. Within 90 days thereafter, subject to the fulfillment of certain customary conditions precedent, the final closing of the transaction shall take place, in which the Company is to pay the remaining
Euro 13 million
on account of the purchase price.
The Company will require additional financial resources in order to fully fund the purchase price. However, the obtaining of such financing is not a condition precedent to the Company's obligation to close the transaction under the Letter of Terms. Accordingly, the Company is currently negotiating financing approximately 50% of the purchase price of the PV Sites.