14.05.2008 13:30:00
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Emergya Wind Technologies Holdings N.V. and Americas Wind Energy Corporation Announce Letter of Intent for Proposed Merger
Americas Wind Energy Corporation ("AWE”)
(OTCBB: AWNE) and Emergya Wind Technologies Holdings N.V. ("EWT”),
the international supplier and manufacturer of DIRECTWIND wind
turbines, are pleased to announce that they have entered into a Letter
of Intent for EWT to acquire all issued and outstanding shares of AWE in
a cash merger transaction. The merger transaction is subject to
completion of EWT’s due diligence and a
definitive merger agreement, AWE stockholder approval, as well as
customary third party and regulatory approvals.
As a part of its consolidation and market development strategy, through
the acquisition of AWE, EWT will control the exclusive rights to
manufacture, sell and distribute the DIRECTWIND turbine product
line in North America. AWE has licensed these rights from EWT since 2004.
"Joining with AWE in accessing the North
American market for our products will be an important milestone that
further demonstrates our global commitment to our customers and
stakeholders. We are pleased that upon completion of the merger we will
be able to direct and control all sales, customer service and
manufacturing efforts of our DIRECTWIND turbines within the
fastest growing market for wind power” stated
Gerry van der Sluys, President & CEO, Emergya Wind Technologies B.V.
"This merger proposed by EWT will provide
significant opportunities to sell further Direct Drive windturbines into
the North American market and AWE looks forward to cooperating with EWT
in this bold new venture”, stated Hal Dickout,
President and CEO of AWE.
With its corporate offices at Schiphol Amsterdam Airport, The
Netherlands, EWT is recognized as a worldwide leader in the design of
direct drive wind turbines providing wind energy solutions with
excellent Cost of Ownership. The design of EWT’s
DIRECTWIND 750 and 900 turbines is characterized by the
elimination of the traditional gear box present in conventional wind
turbines, resulting in increased wind to power conversion,
improved reliability and lower maintenance costs.
About AWE
AWE holds the exclusive North American license for EWT windturbines.
Since 2004 AWE has been developing the North American market for these
Direct Drive windturbines, modified for North American grid conditions.
There are 6 machines installed and several more on order and a long list
of customers who have expressed interest in going ahead with new
projects. AWE has developed very capable suppliers in North America with
a strong interest in supporting this market.
About EWT
EWT is an international wind turbine supplier specialized in the
development and the manufacturing of advanced high-quality direct drive
(gearless) wind turbines. Our 750 kW and 900 kW models feature a variety
of rotor diameters and hub heights. The key assets together formed a
strong basis on which EWT commenced commercial operations in February
2004. EWT is determined to become one of the world’s
leading suppliers of high performance direct drive wind turbines. Key
objectives are to offer our customers reliable top quality products with
lowest energy generating cost during a twenty-year operational lifetime.
EWT intends to meet its objectives by a combination of market driven
product innovation, organic growth, strategic partnerships and
acquisitions, if suitable opportunities arise. EWT regards it an
additional challenge to develop and build wind farms on a full-turnkey
basis across the globe.
www.directwind.nl Notice regarding Forward- Looking Statements
This press release "contains forward looking
statements” as that term is defined in
Section 27A of the United States Securities Act of 1933, as amended, and
Section21E of the United States Securities Exchange Act of 1934, as
amended. Statements in this press release which are not purely
historical are forward looking statements and include any statements
regarding beliefs, plans, expectations or intentions regarding the
future. Since the forward looking statements relate to future
developments, results or events, these statements are highly speculative
and involve risks, uncertainties and assumptions that are difficult to
assess. You should not construe any of these statements as a definitive
or invariable expression of what will actually occur or result. Such
forward-looking statements in this press release include, among others,
the expectation and/or claim regarding: (i) the completion of any merger
between EWT and AWE (ii) that North America will continue to be the
fastest growing market for wind power; (iii) the merger proposed by EWT
will ensure a significant opportunity to sell further Direct Drive
windturbines into the North American market; or (iv) the installation of
further Direct Drive turbines in North America.
Actual results could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among others,
(i) timely receipt of all required approvals for the proposed merger;
(ii) continued interest of customers in direct drive technology; (iii)
the ability to obtain all required parts from suppliers to manufacture
wind turbines; (iv) sufficient funding to complete the manufacture of
wind turbines; (v) the ability to develop and maintain relationships
with subcontractors and qualified manufacturers in North America; (vi)
the ability to manufacture products in North America cost effectively
and efficiently; and (vii) the ability to maintain and update, when and
if required, its quality assurance programs and quality control
procedures for its subcontractors and partners. These forward-looking
statements are made as of the date of this press release and the Company
assumes no obligation to update the forward-looking statements, or to
update the reasons why actual results could differ from those projected
in the forward-looking statements. Although the Company believes that
the beliefs, plans, expectations and intentions contained in this press
release are reasonable, there can be no assurance those beliefs, plans,
expectations, or intentions will prove to be accurate. Investors should
consider all of the information set forth herein and should also refer
to the risk factors disclosed in the Company's periodic reports filed
from time to time with the Securities and Exchange Commission and
available at www.sec.gov.
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