FuelCell Energy Inc. (FCE, Danbury, CT) and Global Thermoelectric Inc., a leading developer of solid-oxide fuel cell (SOFC) technology, announced that they have entered into a definitive agreement for FuelCell to acquire Global in an all-stock transaction. Under the terms of the agreement, the transaction is valued at US$2.72, or approximately CDN$3.82, per Global common share for a total value of approximately US$80 million, or approximately CDN$112 million. The proposed combination has the unanimous support of both companies' boards of directors.
Jerry Leitman, chairman, president and CEO of FuelCell Energy, said, "We believe that this combination represents an excellent strategic and technological fit. Global's advanced SOFC technology has a strong complementary fit with our core carbonate technology and product development expertise, and will also strengthen our position throughout the 10-year, US$139 million Solid-State Energy Conversion Alliance contract recently awarded to FuelCell by the US Department of Energy."
Following the close of the transaction, Global shareholders will own approximately 17% to 20% of the fully diluted shares of FuelCell. One person, possibly two, nominated by Global will be appointed to the board of FuelCell. The transaction is expected to close in the fourth quarter of 2003 and is subject to approval by the shareholders of each company, court approval, regulatory approvals and other customary closing conditions, including mutual covenants related to cash and working capital positions at closing.
