Transatlantic clean energy independent power producer (“IPP”)
Alternus Energy Group Plc (OSE: ALT) (“AEG”) has today completed
its previously announced business combination with Clean Earth
Acquisitions Corp. (NASDAQ: CLIN) (“Clean Earth”), a special
purpose acquisition company. The business combination was approved
by Clean Earth shareholders in a Special Meeting of Clean Earth
shareholders on December 4, 2023.
The newly combined company will operate under
the name “Alternus Clean Energy Inc.” (“Alternus Clean Energy” or
the “Company”). Under the terms of the amended business combination
agreement, AEG owns approximately 80% of the Company with the
remaining shares owned by Clean Earth sponsors and public
shareholders. The Company has acquired a majority of AEG’s assets
while AEG will continue to exist as a separate legal entity and
will continue to trade on the Euronext Growth stock market in Oslo
under the ticker (OSE: ALT). The assets acquired comprise 168
megawatts (MW) in operation, 98 MW under construction, over 300 MW
in various stages of development and an acquisition pipeline of
over 1 GW.
Alternus Clean Energy’s common stock is expected
to begin trading on the NASDAQ Stock Market on or about December
26, 2023 under the ticker symbol “ALCE”.
"This is a momentous step forward for Alternus
and its stakeholders. The completion of the business combination
with Clean Earth and resultant listing on Nasdaq, is a key
strategic pillar in our commitment towards a sustainable future,”
commented Alternus Clean Energy CEO, Vincent Browne. “Following a
year of consolidation and reshaping the business to best capture
the opportunities in hand, that deliver higher margins with lower
equity requirements, we are now very well positioned to accelerate
our impact, extend our reach, and drive significant growth in the
business towards our goal of having 3 GW of operating assets within
the next five years.”
Clean Earth CEO Aaron Ratner stated, “We are
thrilled with the completion of our business combination with AEG.
This strategic alignment of expertise and values positions us to
make an enduring impact on the renewable energy sector. As part of
Alternus Clean Energy, we are excited to leverage our combined
resources to build a leading Transatlantic clean energy IPP.”
Advisors
Clean Earth was advised by Jones Group Ventures LLC as financial
advisors with Winston & Strawn LLP, Proskauer Rose LLP serving
as legal counsel on the transaction.
AEG was advised by Sichenzia Ross Ference Carmel LLP as their
legal counsel.
About Alternus Energy Group
Alternus is a transatlantic clean energy
independent power producer. Headquartered in Ireland, we currently
develop, install, own, and operate utility scale solar parks in
Europe and the US. Our highly motivated and dynamic team at
Alternus have achieved rapid growth in recent years. Building on
this, our goal is to reach 3GW of operating projects within five
years through continued organic development activities and targeted
strategic opportunities. Our vision is to become a leading provider
of 24/7 clean energy delivering a sustainable future of renewable
power with people and planet in harmony. For more information visit
www.alternusenergy.com.
About Clean Earth Acquisitions
Corp.
Clean Earth Acquisitions Corp. is a blank check
company formed for the purpose of effecting a merger, share
exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or
more businesses or entities, focused on identifying and developing
a strategic partnership with a business that participates in the
global energy transition ecosystem that is facilitating the way
that energy is produced, stored, transmitted, distributed, and
consumed, all while reducing or mitigating greenhouse gas
emissions. For more information visit
www.cleanearthacquisitions.com.
Forward-Looking Statements
Certain statements included in this notice that
are not historical facts are forward-looking statements for
purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are sometimes accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding Alternus’
growth, prospects and the market for solar parks and other
renewable power sources. These statements are based on various
assumptions, whether or not identified in this notice, and on the
current expectations of the respective management teams of Alternus
Clean Energy, AEG (together with Alternus Clean Energy, the
“Alternus Entities”) and Clean Earth and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as and
must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of the Alternus Entities and
Clean Earth.
These forward-looking statements are subject to
a number of risks and uncertainties, including: the impact of
reduction, modification or elimination of government subsidies and
economic incentives (including, but not limited to, with respect to
solar parks); the impact of decreases in spot market prices for
electricity; dependence on acquisitions for growth in the Alternus
Entities’ business; inherent risks relating to acquisitions and the
Alternus Entities’ ability to manage its growth and changing
business; risks relating to developing and managing renewable solar
projects; risks relating to photovoltaic plant quality and
performance; risks relating to planning permissions for solar parks
and government regulation; the Alternus Entities’ need for
significant financial resources (including, but not limited to, for
growth in its business); the need for financing in order to
maintain future profitability; the lack of any assurance or
guarantee that the Alternus Entities can raise capital or meet its
funding needs; the Alternus Entities’ limited operating history;
risks relating to operating internationally, include currency risks
and legal, compliance and execution risks of operating
internationally; the potential inability of the parties to
successfully or timely consummate the proposed business
combination; the risk that any regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the combined company or the expected
benefits of the proposed business combination; the approval of the
stockholders of Clean Earth is not obtained; the risk of failure to
realize the anticipated benefits of the proposed business
combination; the amount of redemption requests made by Clean
Earth’s stockholders exceeds expectations or current market norms;
the ability of the Alternus Entities or the combined company to
obtain equity or other financing in connection with the proposed
business combination or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations
and inquiries; the risk that the proposed business combination
disrupts current plans and operations as a result of the
announcement and consummation of the Transaction; costs related to
the proposed business combination; the impact of the global
COVID-19 pandemic; the effects of inflation and changes in interest
rates; an economic slowdown, recession or contraction of the global
economy; a financial or liquidity crisis; geopolitical factors,
including, but not limited to, the Russian invasion of Ukraine;
global supply chain concerns; the status of debt and equity markets
(including, market volatility and uncertainty); and other risks and
uncertainties, including those risks to be included under the
heading “Risk Factors” in the Proxy Statement and also those
included under the heading “Risk Factors” in Clean Earth’s final
prospectus relating to its initial public offering dated February
23, 2022 and other factors identified in Clean Earth’s prior and
future filings with the SEC, available at www.sec.gov.
If any of these risks materialize or Clean
Earth’s and the Alternus Entities’ assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that neither Clean Earth nor the Alternus Entities presently know,
or that neither Clean Earth nor the Alternus Entities currently
believe are immaterial, that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect Clean Earth’s and the
Alternus Entities’ expectations, plans or forecasts of future
events and views as of the date of this notice. Clean Earth and the
Alternus Entities anticipate that subsequent events and
developments will cause Clean Earth’s and the Alternus Entities’
assessments to change. However, while Clean Earth and the Alternus
Entities may elect to update these forward-looking statements at
some point in the future, Clean Earth and the Alternus Entities
specifically disclaim any obligation to do so. Neither Clean Earth
nor the Alternus Entities anticipate that subsequent events and
developments will cause Clean Earth’s and the Alternus Entities’
assessments to change. However, while Clean Earth and the Alternus
Entities may elect to update these forward-looking statements at
some point in the future, Clean Earth and the Alternus Entities
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Clean Earth’s or the Alternus Entities’ assessments of
any date subsequent to the date of this notice. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
No Offer or Solicitation
This communication is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Business Combination and shall
not constitute an offer to sell or a solicitation of an offer to
buy any securities nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
For More Information:
Investors:Alternus Energy
Groupir@alternusenergy.com+1 (913) 815-1557
or
Media:The Blueshirt
Groupalternus@blueshirtgroup.com+1 (323) 240-5796
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