Ram Power enters definitive arrangement agreement for full acquisition of Sierra Geothermal

Source: Sierra Geothermal Power Corp. and Ram Power, Corp.

Sierra Geothermal Power Corp. (Sierra) and Ram Power, Corp.(Ram Power) 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 for late August 2010, and court approval. 

Ram Power has also received voting agreements from Skyberry Holdings Ltd., 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, 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. 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.



Whitepapers

Pervasive Governance: Rethinking Traditional Approaches to Information Governance for Oil & Gas

Information is an organization’s most important strategic asset – the “lifeblood” of the organiza...

OSHA 1910.269 Are You Regulation Ready?

Read this Q&A to learn about changes to federal regulations and how to select FR garments for...

AVEVA’s Digital Asset Approach - Defining a new era of collaboration in capital projects and asset operations

There is constant, intensive change in the capital projects and asset life cycle management. New ...

On the Radar: EMC Supplier Exchange

This report addresses key issues for managers of complex contracts in energy and engineering. Thi...

Webcasts

Adding GPS vehicle management to your team

A GPS fleet management system can be a highly effective tool to help lower costs, improve productivity, and manage your vehicles more efficiently. But with many vendors and prod...
( 09/01/2015 / 01:00 PM Eastern Daylight Time / 12:00 PM Central Daylight Time / 10:00 AM Pacific Daylight Time / 17:00 GMT )
Sponsored by

Transforming the petroleum supply chain with the Internet of Things

The equipment involved in producing, moving, refining and selling petroleum is expensive, and rugged, and comes from hundreds of manufacturers. Enhanced by the Internet of Thing...
Sponsored by

Connected Decision-Making: Improving Asset Operations Through Comprehensive Information Management

Energy asset operators are faced with a paradigm today: increase efficiency and reliability levels while fighting to extend the lifespan of these aging asset. To meet these oppo...
Sponsored by

Latest Energy Jobs

View more Job Listings >>