Ram Power and Sierra Geothermal Power Enter Into a Definitive Agreement
08 Luglio 2010 - 3:00PM
Marketwired
Ram Power, Corp. (TSX: RPG) ("Ram Power") and Sierra Geothermal
Power Corp. (TSX-V: SRA) ("Sierra") are pleased to announce that,
in accordance with the letter of intent previously announced on
June 1, 2010, they have entered into a definitive arrangement
agreement whereby Ram Power will acquire all the issued and
outstanding common shares of Sierra.
Under the terms of the transaction, which is structured as a
plan of arrangement pursuant to the Business Corporations Act
(British Columbia), each common share of Sierra will be exchanged
for 0.0833333 of a common share of Ram Power, and all options and
warrants of Sierra will become exercisable for options and warrants
of Ram Power on a basis equivalent to the exchange ratio. Upon
closing of the transaction, Ram Power is expected to issue
approximately 11.13 million common shares to the current
shareholders of Sierra. The transaction is expected to close during
the third quarter of 2010 and is subject to there being at least
$2.9 million of working capital of Sierra at closing, receipt of
TSX and TSXV approval, the approval of the common shareholders of
Sierra at a shareholders meeting to be scheduled on or before
August 31, 2010, and court approval.
Ram Power has also received voting agreements from Skyberry
Holdings Ltd. and Exploration Capital Partners 2005 Limited
Partnership in which each of those shareholders have agreed to vote
their shares of Sierra in favour of the transaction at the upcoming
special meeting of Sierra shareholders which will be called to
approve the transaction. In the aggregate, those shareholders hold
approximately 23.7 million common shares of Sierra representing
approximately 17.8% of the issued and outstanding shares of
Sierra.
Gary Thompson, Sierra's President, Chief Executive Officer and
Executive Director, stated, "We are pleased to have formalized an
arrangement agreement between Ram Power and Sierra. We believe that
Sierra shareholders will benefit from this transaction by owning
shares of a well capitalized company, a solid pipeline of
properties, excellent growth potential and increased liquidity. We
also see this deal as a positive for the geothermal sector in
general. This deal has full support of the Sierra's Board of
Directors, Special Committee and Management. The next business item
for us is to provide shareholders with an information
circular."
"Raymond James Ltd. has rendered a fairness opinion to the Board
of Directors of Sierra dated July 6, 2010 that the consideration to
be received by shareholders of Sierra pursuant to the transaction
is fair, from a financial point of view, to such shareholders."
Hezy Ram, Ram Power's Chief Executive Officer, stated, "The
arrangement agreement represents an important milestone in the
growth of Ram Power as well as the consolidation of the geothermal
power industry. From the beginning, Ram Power set out to be the
market leader in geothermal power, and the Sierra acquisition is
expected to contribute to the synergistic advantages we are seeking
in our portfolio of properties."
The definitive agreement includes a commitment by Sierra not to
solicit alternative transactions. Each company has agreed to pay a
termination fee of $1.5 million to the other party under certain
circumstances. In addition, Ram Power has the right to match any
unsolicited competing offer which may be made. A full copy of the
definitive agreement will be filed by each of Ram Power and Sierra
with the Canadian securities regulatory authorities and will be
available at www.sedar.com. In addition, a detailed description of
the agreement will be included in the management information
circular which will be mailed to Sierra shareholders later this
month.
ABOUT RAM POWER, CORP.
Ram Power is a renewable energy company based in Reno, Nevada,
engaged in the business of acquiring, exploring, developing, and
operating geothermal properties and has interest in geothermal
projects in the United States, Canada, and Latin America.
ABOUT SIERRA GEOTHERMAL POWER CORP.
Sierra is a Vancouver-based geothermal energy company focused on
the exploration and development of clean, sustainable power in
Western North America. Sierra has 100% control over its 120,000
acre portfolio of geothermal properties in Nevada, California and
British Columbia. Sierra's projects have a combined total estimated
capacity of almost 400MW.
Cautionary Statements
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This press release contains forward-looking statements.
Forward-looking statements are projections of events, revenues,
income, future economic performance or plans and objectives for
future operations. In some cases you can identify forward-looking
statements by the use of terminology such as "may", "should",
"anticipates", "believes", "expects", "intends", "forecasts",
"plans", "future", "strategy", or words of similar meaning.
Forward-looking statements in this press release include statements
about the proposed transaction, the expected date of a shareholder
meeting, the expectation of receiving the required approvals and
the benefits the transaction might bring to Ram Power, Sierra and
their respective shareholders. While these forward-looking
statements and any assumptions upon which they are based are made
in good faith and reflect the current judgment of management at
both Ram Power and Sierra, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections,
assumptions or other forward-looking information suggested in this
press release. These statements are only predictions and involve
known and unknown risks, uncertainties and other factors, including
the risks that the companies are unable to negotiate a mutually
acceptable agreement, the risk that they cannot obtain the consents
that may be required in order to consummate the transaction, the
risk of adverse changes to either company or the industry in which
they operate, as well as the general business risks described in
the periodic disclosure documents filed by Ram Power and Sierra on
SEDAR, copies of which are available at www.sedar.com. Any of these
risks could cause actual results or achievements to be materially
different from those that are expressed or implied by the
forward-looking statements contained in this press release. Except
as required by applicable law, neither of Ram Power or Sierra
intends to update any of the forward-looking statements to conform
these statements to actual results.
FOR FURTHER INFORMATION PLEASE CONTACT: Ram Power,
Corp. Steven Scott Director of Investor Relations Phone (775)
398-3711 Email: Email Contact www.ram-power.com Sierra
Geothermal Power Corp. Anthony Srdanovic Investor Relations
(604) 683-0332 x 115 Email Contact www.sierrageopower.com
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