Westinghouse Solar Inc. (NASDAQ: WEST), a designer and manufacturer of integrated rooftop solar power systems, and CBD Energy Ltd., a diversified renewable energy company, signed a definitive merger agreement. The merger has been approved by the Boards of Directors of both companies and consummation is targeted for third quarter 2012, subject to satisfaction of limited closing conditions and approval by both companies' shareholders.
The common shareholders of Westinghouse Solar will receive approximately 3.7 CBD common shares for each share held and its preferred shareholders will receive CBD preferred shares that will be convertible into CBD common shares. On an as-converted basis, the Westinghouse Solar common and preferred shareholWestinghouse ders collectively would hold approximately 15 percent of the outstanding CBD common shares, calculated as if the merger was consummated on the signing date. Upon consummation of the merger, the combined company is expected to trade on a U.S. exchange.
Upon execution of the merger agreement, Margaret Randazzo, CFO of Westinghouse Solar, was also appointed interim CEO; former CEO of Westinghouse Solar Barry Cinnamon has left the company effective May 7, according to Reuters.
Westinghouse Solar will continue to produce and sell its rooftop solar power systems in the U.S. and will have near-term opportunities to distribute its systems in Australia and Europe through CBD. Westinghouse Solar has already implemented cost reductions in anticipation of the merger that are expected to save in excess of $1 million annually.
Westinghouse Solar and CBD have already begun exploring the development of commercial projects and partnerships in North America. In addition, CBD has begun introducing the Westinghouse Solar products to its Australian distribution partners and is pursuing opportunities to increase contract volumes with its current customers who would use the Westinghouse Solar technology.
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