Prime Acquisition Corp. (“Prime” or the “Company”) (NASDAQ: Common Stock: “PACQ”, Units: “PACQU”, Warrants: “PACQW”), a special purpose acquisition company, along with privately held bhn LLC (“bhn”), the U.S. affiliate of leading financial and strategic advisory boutique bhn S.r.l. in Milan, today announced that the Company has signed a Securities Purchase Agreement for the sale of approximately 14.3 million ordinary shares of common stock to Swiss electronics company Radiomarelli SA (“Radiomarelli”) at a price of $9.10 per share for gross proceeds of $130,000,000, subject to certain closing conditions. Separately, the Company today announced the signing of a Purchase Agreement with Radiomarelli and Futurum Energy SA, a Swiss investment company. Pursuant to the Purchase Agreement, Prime agreed to purchase a 10% minority interest in 50 renewable energy plants (photovoltaic plants) and the right to all green certificates that will be issued by the Romanian government to these photovoltaic plants for approximately $380 million in ordinary shares (an aggregate of 38,400,000 ordinary shares) at a price of €1.25 million per megawatt peak installed, subject to adjustment depending on the actual number of green certificates that will be issued. Upon closing of the transactions contemplated above and the closings of the real estate properties that were previously disclosed, Radiomarelli will hold approximately 92% of the combined company’s outstanding ordinary shares. The Company intends to utilize the funds from the financing transactions to grow its portfolio of yield-producing assets. Investment in Green Certificates In July 2013, Prime and bhn announced the signing of a Letter of Intent with Union European Concept Futurum Geie (“Futurum”), a consortium formed by various companies located in Europe with interests in renewable energy, and Radiomarelli, one of the companies with which Futurum has an agreement, to build renewable energy plants (photovoltaic plants) in Romania. Following the signing of the Letter of Intent, Prime and bhn entered into agreements for further investment opportunities in Romanian green certificates. This resulted in the signing of the Purchase Agreements described above. Each photovoltaic plant will be owned and operated by a Romanian Special Purpose Company controlled by Radiomarelli or Futurum.
Green certificates are tradable instruments issued by a government to incentivize the production of renewable energy. Romania passed its renewable energy law 220 in October 2008. As an alternative to feed-in tariffs, Romania has opted for a system of tradable green certificates for power generated from renewable sources. Romania offers green certificates for each megawatt hour of power generated from renewable sources. The green certificates are sold on the Romanian centralized market, Operatorul Pietei de Energie Electrica din România (OPCOM).Management Comments Ms. Diana Liu, CEO of Prime, stated, “We are very excited about the opportunity to invest in these green certificate rights, which we feel will provide an attractive yield for our investors. Separately, we were pleased to reach an agreement with Radiomarelli that will allow our Company to further expand its portfolio of yield-producing assets within the European Union. We have worked closely with Mr. Marco Prete and the bhn team to develop a strong relationship with a recognized and experienced player in the European renewable energy space—Radiomarelli. We appreciate Radiomarelli’s support in this transaction and look forward to working with them in the months and years ahead. We continue to make progress toward closing our transaction and are working toward finalizing our portfolio.” Mr. Metello Savino, CEO of Radiomarelli, stated, “Through these agreements with Prime and bhn, Radiomarelli will be able to leverage capital with a diversified investment portfolio and mitigate the financial risks of developing and building solar plants, while holding the financial interest to the solar plants. We are looking forward to bringing our experience in the renewable energy space to this project and are pleased to have this opportunity to work with the teams at Prime and bhn.” Background on Radiomarelli Founded in 1929, Radiomarelli is a Swiss company with origins in the consumer electronics industry; it currently focuses its activity on investments in renewable energy. Originally a division of Magneti Marelli, Radiomarelli’s roots can be found in the production and marketing of radios in Italy. In 1936, Radiomarelli and Magneti Marelli began research and development in experimental electronic televisions, and in 1939, they were among the first in the world to produce electronic televisions. In 1975, Radiomarelli was sold by Magneti Marelli to Seimart Electronics and was purchased by its current owners in 2003.
More recently, Radiomarelli has focused on investments in Europe’s renewable energy sector, particularly the design, development and installation of photovoltaic plants, and is now a European leader in the space, having established 50 plants since 2011. In early 2013, its largest European photovoltaic plant, which is entirely greenhouse-mounted, a system whereby agricultural greenhouses are built and then solar panels mounted on top of them, was established in Gela, a town in the southern part of Sicily, Italy. The new greenhouses were built on over 230 hectares of land with 110 hectares covered by greenhouse structures (approximately 1 million square meters of greenhouse structures covered by 233,000 solar panels).For additional information on the aforementioned Securities Purchase Agreement and Purchase Agreement, please refer to the Form 6-K that will be filed by Prime in the coming days and can be obtained without charge, when available, at the Securities and Exchange Commission’s website ( http://www.sec.gov). About Prime Acquisition Corp. Prime Acquisition Corp., a Cayman Islands corporation, is a special purpose acquisition company formed for the purpose of acquiring an operating business. About bhn LLC Bhn LLC is the U.S.-based affiliate of bhn S.r.l., a leading financial and strategic advisory boutique based in Milan specializing in mergers and acquisitions, debt management and restructuring, capital markets and real estate. The company focuses primarily on European opportunities in Italy, Spain and Greece. Forward Looking Statements This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Prime Acquisition Corp., bhn LLC, and their combined business after completion of the proposed transaction. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Prime’s and bhn’s managements, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to meaningfully differ from those set forth in the forward-looking statements:
- Continued compliance with government regulations;
- Changing legislation or regulatory environments;
- Requirements or changes affecting the businesses in which bhn is engaged;
- Industry trends, including factors affecting supply and demand;
- Labor and personnel relations;
- Credit risks affecting the combined business’ revenue and profitability;
- Changes in the real estate industry;
- Bhn’s ability to effectively manage its growth, including implementing effective controls and procedures and attracting and retaining key management and personnel;
- Changing interpretations of generally accepted accounting principles;
- General economic conditions; and
- Other relevant risks detailed in Prime’s filings with the Securities and Exchange Commission.
Additional InformationOn August 12, 2013, Prime filed tender offer materials in connection with its previously announced acquisition of real estate properties. Prime is conducting a tender offer for its ordinary shares in order allow shareholders the opportunity to redeem their shares if and when these transactions are completed. Each description contained herein is not an offer to buy or the solicitation of an offer to sell securities. The solicitation and the offer to buy Prime ordinary shares are being made pursuant to a tender offer statement on Schedule TO and other offer documents that Prime has filed with the Securities and Exchange Commission (the “SEC”). The tender offer documents (including an offer to purchase, a related letter of transmittal and other offer documents) contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials are being sent free of charge to all security holders of Prime. In addition, all of these materials (and all other materials filed by Prime with the SEC) are available at no charge from the SEC through its website at www.sec.gov. Security holders of Prime are urged to read the proxy solicitation materials, extension tender offer documents and the other relevant materials before making any investment decision with respect to the tender offer because they contain important information about these transactions and the tender offer.