Magma Energy Corp. and Plutonic Power Corp. have entered into an arrangement agreement to merge and create Alterra Power Corp.
Under the terms of the agreement, each Plutonic shareholder will receive 2.38 shares of Magma for each Plutonic share held. Magma will change its name to Alterra.
The exchange ratio represents a premium to Plutonic shareholders of 32% over Plutonic's 20-day weighted average share price on the Toronto Stock Exchange. At the conclusion of the merger, there will be 470 million shares of Alterra issued and outstanding and 487 million shares on a fully diluted basis.
Highlights of the merged entity include a base for producing assets in the wind, geothermal and hydro wind sectors, six operating plants in three locations, and 2011 production capacity of 198 MW from Magma's geothermal assets and 168 MW of production capapcity from Plutonic's hydro and wind assets.
‘This merger will strengthen both companies and will create a larger, more diversified renewable energy company with assets across a broader spectrum of the clean energy industry,’ says Ross Beaty, Magma's chairman and CEO. ‘Geothermal will remain a core focus of the new company, but hydro, wind and solar assets will be solid business platforms for future growth.’
Alterra's management team and board of directors include Ross Beaty as executive chairperson and CEO, and Donald McInnes as executive vice chairperson. Bruce Ripley will be chief operating officer, and John Carson will be executive vice president of the company.
Both Magma's and Plutonic's boards of directors have determined that the proposed merger is in the best interests of their respective companies and shareholders and recommend that their respective shareholders vote their shares in favor of the merger.
SOURCE: Plutonic Power Corp.