SEAL BEACH, CA - Clean Energy Fuels Corp., a major natural gas fuel company serving fleets, said it has completed its acquisition of nearly all assets of IMW Industries.
IMW manufactures and services advanced natural gas fueling compressors and related equipment that is sold to station operators and commercial fleets. IMW has provided more than 1,000 installations in over 20 countries. The company is headquartered near Vancouver, British Columbia, and has a second manufacturing facility near Shanghai, China.
The purchase price includes $15.6 million in cash and more than 4 million shares of Clean Energy stock. An additional $288,000 will be paid by Clean Energy once the Chinese regulatory authorities approve the transfer of IMW Compressors (Shanghai) Co. Ltd. to the company, which is anticipated within the next 45 days.
"This acquisition positions Clean Energy strategically in the forefront of the rapidly growing natural gas vehicle industry worldwide," said Andrew J. Littlefair, Clean Energy President and CEO. "It also strengthens our service package domestically as an integrated provider of advanced compression technology, station-building and fueling."
The shares issued at closing are registered and available for immediate resale by the IMW shareholder. Clean Energy has also agreed to pay IMW's shareholder four additional annual payments of $12.5 million each (consisting of $5 million in cash plus an additional $7.5 million in cash or Clean Energy common stock to be determined at Clean Energy's option) on January 31, 2011 through 2014.
IMW's shareholder may also receive an earn-out payment based on certain percentages of future gross profits earned by IMW over the next four years, assuming the gross profit exceeds certain minimum thresholds, up to a maximum of $40 million in the aggregate.