WorldWater & Solar Technologies Corp. (WWAT), developer and
marketer of proprietary high-power solar systems, and ENTECH, Inc. of
Keller, Texas, a high- tech supplier of solar technology to NASA for
space operations, announced today the execution of an Agreement and
Plan of Merger pursuant to which ENTECH will merge with and into a
wholly-owned subsidiary of WorldWater. Under the terms of the
Agreement and Plan of Merger, WorldWater will pay the following
consideration to ENTECH stockholders:
-- $5 million in cash;
-- Shares of common stock of WorldWater based on a formula which,
assuming a $2.00 per share price of our common stock, would
result in issuance to ENTECH stockholders of common stock
valued at approximately $39,300,000; and
-- Earn-out consideration calculated as 5% of WorldWater´s gross
revenues determined in accordance with generally accepted
accounting principles which will be paid until the accumulated
total of such earn-out payments to the ENTECH stockholders
equals $5,000,000.
In addition to the consideration to be paid to ENTECH´s
stockholders, WorldWater will pay $1.3 million of ENTECH´s liabilities
at closing and provide $5 million of working capital to commence the
manufacture of the ENTECH 20x concentrator systems for a 50 MegaWatt
plant in Spain. As a result of this transaction, it is anticipated
that ENTECH´s current stockholders will own approximately 6.6% of the
fully-diluted post-transaction common stock of WorldWater upon
completion of the merger, which is conditioned upon obtaining the
requisite stockholder approval to increase WWAT authorized common
stock.
As a WorldWater subsidiary, ENTECH will maintain its identity,
location, and business operations in both terrestrial and space solar
energy. The Company anticipates that ENTECH will continue to perform
its contract work for NASA, the U.S. Department of Defense, and other
customers, as well as its internal R&D programs.
Starting immediately, the company will begin construction of a 50
MegaWatt plant in Spain, which is expected to be in full production of
the ENTECH 20x concentrator solar systems beginning in the second
quarter of 2008. WorldWater has signed a Letter of Intent with the
Spanish firm M & G Promociones for installation of ENTECH systems for
10 MW in 2008, 10 MW in 2009, 10 MW in 2010 and 50 MW in each of 2011
and 2012. WorldWater also has signed an agreement with Prime Solar
Senergy S.L. of Madrid and Barcelona to represent the company in
obtaining further business in the burgeoning Spanish solar market.
"This complex merger has taken considerable time since we signed
the original Letter of Intent in July 2006, and I appreciate the
patience of our shareholders and employees, but we firmly believe that
the transaction will prove to be a pivotal point in our company´s
history. Together, we expect to become one of the lowest cost
providers of solar energy in the world," said Quentin T. Kelly,
Chairman and CEO of WorldWater & Solar Technologies. "This year, we´ve
seen explosive interest and tremendous growth opportunities in large
solar installations, particularly in places like Spain and the
Southwestern United States, and we are now in a position to take the
lead in providing multi-megawatts of electricity for major projects."
Dr. Walter Hesse, CEO of ENTECH, commented, "With the combined
technologies of WorldWater and ENTECH, our solar systems will be
capable of generating and delivering electrical and thermal energy on
site to our customers at prices that are competitive with retail
electric levels. ENTECH´s 20x patented concentrator technology
combined with WorldWater´s proprietary control devices allow for the
installation of large solar ´farms´ with greatly reduced requirements
for solar cell materials, and decreased reliance on rebates or other
incentives for the funding of economically competitive installations."
About WorldWater & Solar Technologies Corp:
WorldWater & Solar Technologies Corporation is a full-service,
international solar electric engineering and water management company
with unique, high-powered and patented solar technology that can not
only generate and distribute electricity, but can drive 1000
horsepower motors and pumps from sunshine independently or in
conjunction with the electric grid, providing solutions to a broad
spectrum of the world´s electricity and water supply problems. For
more information about WorldWater & Solar Technologies Corp., visit
the website at www.worldwater.com.
About ENTECH, Inc:
ENTECH provides advanced solar energy technology for a variety of
applications, ranging from day lighting systems for commercial
buildings to solar power arrays for spacecraft. The company´s patented
solar power systems produce both electricity and thermal heating from
sunlight for applications on Earth (terrestrial power) and in space
(spacecraft power). ENTECH´s Fresnel lenses capture sunlight and focus
it onto small solar cells, thereby reducing electricity costs compared
to conventional flat-plate (planar) solar energy approaches.
Additional information can be found at http://www.entechsolar.com.
Forward Looking Statements:
Except for historical information contained herein, this document
contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve
known and unknown risks and uncertainties that may cause the Company´s
actual results or outcomes to be materially different from those
anticipated and discussed herein. Further, the Company operates in
industries where securities values may be volatile and may be
influenced by regulatory and other factors beyond the Company´s
control. Other important factors that the Company believes might cause
such differences are discussed in the risk factors detailed in the
Company´s 10-KSB and its quarterly reports on Form 10-QSB both as
filed with the Securities and Exchange Commission, which include the
Company´s cash flow difficulties, dependence on significant customers,
and rapid development of technology, among other risks. In assessing
forward-looking statements contained herein, readers are urged to
carefully read all cautionary statements contained in the Company´s
filings with the Securities and Exchange Commission.
