Acquisition Complete

Day4 Energy, a provider of solar photovoltaic products and solutions, announces that it has completed its acquisition of ACI ecoTec GmbH ("ACI") in an all stock transaction of up to 9.18 million common shares. At the completion of the acquisition 5,400,000 common shares of the company were issued at a price of $0.90 per share.  The balance of the common shares may be issued subject to earnout provisions as set forth in the purchase agreement related to this acquisition.

 

"This is truly a momentous day for both organizations" noted George Rubin, President of Day4 Energy. "Over the past three years, Day4 Energy has successfully commercialized its patented Day4 Electrode and Guardian technologies, and completed the industrial scale-up of its proprietary manufacturing processes. Today, with a strong track record of superior in-field performance of our advanced photovoltaic modules, we are well positioned to evolve our business model towards offering our customers a turn-key manufacturing system for our Day4 branded solar pv modules" concluded Mr. Rubin.

 

With the acquisition of ACI complete, Day4 Energy is uniquely positioned to significantly alter the traditional approach to manufacturing and distributing solar photovoltaic cells and modules. ACI, located in South Germany, develops, builds, and integrates state-of-the art production automation and process equipment for the photovoltaic industry. Together, the combination of Day4 Energy's proprietary and patented technologies and ACI's specialized equipment and manufacturing processes has enabled the roll-out of Day4 solarSYSTEMS - a turn-key manufacturing system for photovoltaic cells and modules. To learn more, please go to www.day4solarsystems.com.

 

Day 4 Energy's manufacturing system offers existing and potential photovoltaic cell and module producers an opportunity to reduce their investment and production costs while achieving sustainable differentiation in the highly competitive solar pv module market. Day4 Energy provides its manufacturing partners with a comprehensive package of products and services required to manufacture Day4 Energy branded modules, including the manufacturing technology, proprietary equipment, process, product design, training and technology license.

 

"Our manufacturing partners will be able to differentiate themselves with a unique product offering, reduce their manufacturing cost base and gain access to future technology enhancements based on Day4 Energy's next-generation manufacturing platform" remarked Dr. John MacDonald, CEO and Chairman of Day4 Energy. "The result is a powerful, innovative approach to the development, manufacture, sale and distribution of solar pv modules" concluded Dr. MacDonald.

 

"With technological differentiation rapidly emerging as a critical area for most PV manufacturers, we believe the combination of our state-of-the-art equipment and Day4 Energy's technology will offer an unbeatable combination for those organization looking to gain an advantage in the high-growth but competitive market for pv modules" said Mr. Karl-Heinz Menauer, CEO of ACI. "Innovation has long been a hallmark of both organizations, with ACI recently recognized as one of Germany's 100 most innovative small to medium-sized enterprises" concluded Mr. Menauer.

 

At the closing of the acquisition, ACI and the vendor of the ACI shares, DE Solar Holding GmbH ("DE Solar") entered into a long-term relationship agreement whereby DE Solar and its group members agreed not to sell the common shares of the company for a period of three years (with the common shares acquired, being released in three equal installments annually over the three year period), and on any sale the company has the prior right to arrange for a purchaser.  The DE Solar group is not permitted to sell more than 2,000,000 common shares of the company in any one year and sales have to be in a maximum size of 500,000 shares.  DE Solar has agreed that it will not acquire more than 30% of the issued common shares of the company and that it will not solicit proxies or enter into any transaction to effect control of the company.  The company has agreed to appoint two nominees of DE Solar to the board of directors of the company.  The long-term relationship agreement terminates when DE Solar and its group members cease to hold 15% of the company's common shares, subject to the above noted hold periods.

 

DE Solar also entered into an agreement not to compete with Day4 Energy and its subsidiaries for a period of three years.