Alternus Energy Announces Business Combination Agreement With Clean Earth Acquisitions

Under the agreement, at the closing, Alternus will transfer its equity ownership in substantially all its subsidiaries in exchange for up to 90 million newly issued shares in Clean Earth.

Initially, Clean Earth will issue 55 million shares at closing (subject to a working capital adjustment capped at 1 million additional shares) plus up to 35 million shares subject to certain earn-out provisions, which will be deposited in escrow and will be released if certain EBITDA and share price targets are met.

Alternus will own approximately 64% of Clean Earth at closing, assuming no redemptions by Clean Earth shareholders, in which case the combined company will have approximately $220 million of cash available at closing.

The combined company is expected to have an initial equity value of approximately $863 million, assuming no redemptions by Clean Earth shareholders.

The business combination valuation is based on 168MW of current operating and 649MW of in-development projects owned by Alternus, plus 845MW of contracted acquisitions with an additional 800MW of solar PV projects that Alternus has exclusive rights to purchase subject to due diligence and entering into definitive agreements.

The Clean Earth Board of Directors received an independent, third-party Fairness Opinion which will be included in a proxy statement to be filed with the US Securities and Exchange Commission (SEC).