8/14/2014 2:30 PM
Markaryd, Sweden and Fort Wayne, IN, USA – August 14, 2014
WaterFurnace Renewable Energy, Inc. ("WaterFurnace") (TSX: WFI; TSX: WFI.U) and NIBE Industrier AB (publ) of Sweden ("NIBE"), as previously announced, had entered into an arrangement agreement dated June 22, 2014 (as amended on July 14, 2014, the "Arrangement Agreement") pursuant to which NIBE, through its wholly-owned subsidiary, NIBE Energy Systems Canada Corp., will acquire 100% of the outstanding common shares of WaterFurnace (the "WaterFurnace Shares").
The consummation of the transaction contemplated by the Arrangement Agreement (the "Arrangement") was conditioned upon the parties filing required information and documentary material pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration or termination of the applicable waiting period thereunder. WaterFurnace and NIBE are pleased to announce that the applicable waiting period under the HSR Act expired. Closing of the Arrangement is not subject to any other antitrust conditions.
The completion of the Arrangement remains subject to the approval of at least two-thirds of the votes cast by WaterFurnace shareholders at a special meeting of WaterFurnace shareholders to consider the Arrangement, which will be held on August 18, 2014. Completion of the Arrangement is further subject to the approval of the Ontario Superior Court of Justice, the receipt of all third party approvals, and other customary conditions as described in the management information circular of WaterFurnace dated July 16, 2014, which is available under WaterFurnace's issuer profile on SEDAR at www.sedar.com.
The parties expect closing of the Arrangement to occur by the end of August 2014.
NIBE is an international heating technology company. Operations are organised around three business areas - NIBE Element, NIBE Energy Systems and NIBE Stoves - all united under a shared vision: to create world-class solutions in sustainable energy. The group has more than 9,000 employees and carries out business operations in Europe, North America, Asia and Australia. In 2013, net sales and operating profit (EBIT) amounted to SEK 9,834 million (US$1,461 million) and SEK 1,179 million (US$175 million) respectively.
NIBE Energy Systems is a market leader for heat pumps in Europe and one of Europe’s major manufacturers of water heaters and other products for indoor climate comfort. The mission of NIBE Energy Systems is to supply homes and other buildings with products that provide domestic hot water and ensure a comfortable indoor climate. The product range comprises both individual heating products and solutions for heating, cooling and heat recovery. NIBE Element is one of the leading international manufacturers of components and solutions for measuring, controlling and electric heating applications. NIBE Element’s mission is to supply both manufacturers and users with components and systems within these areas. NIBE Stoves is the European market leader in wood-burning stoves. The business area’s mission is to supply the market with attractively designed, value-for-money solid-fuel stoves and chimney systems developed and manufactured with genuine concern for the natural environment.
WaterFurnace is a leading manufacturer of residential, commercial, industrial and institutional geothermal and water source heat pumps. The geothermal units use the renewable solar energy stored in the ground to dramatically reduce the energy consumed by buildings for heating, cooling and hot water. In addition to having earned a reputation as a leader in geothermal heat pumps, WaterFurnace has in recent years worked to innovate new technologies, integrate key trends and grow the core business to represent a broad portfolio of renewable and sustainable solutions.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain information that may constitute "forward-looking information" under applicable securities legislation. Forward-looking information includes, but is not limited to, information with respect to the completion of the Arrangement, including the receipt of court and shareholder approvals; the timing of the special meeting of shareholders, and the integration of WaterFurnace's business with NIBE's business. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information, including the ability to complete the Arrangement, the receipt of necessary approvals, the ability to satisfy conditions to the Arrangement, the ability to achieve the benefits of the Arrangement and the risks identified in WaterFurnace's annual information form dated March 25, 2014. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. WaterFurnace disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of WaterFurnace.