Alberton Acquisition Corp. (“Alberton”) (NASDAQ:
ALAC) announced today that it has entered into an agreement
and plan of merger (the “Merger Agreement”) by and among Alberton,
SolarMax Technology, Inc., a Nevada corporation (“SolarMax”), and
Alberton Merger Subsidiary Inc., a Nevada corporation and
wholly-owned subsidiary of Alberton (the “Merger Sub”), pursuant to
which, among other things, on the terms and subject to the
conditions set forth therein, Merger Sub would merge with and into
SolarMax (the “Merger”), with SolarMax continuing as the surviving
corporation of the Merger, becoming a direct wholly-owned
subsidiary of Alberton, with SolarMax’ stockholders receiving, in
respect of their SolarMax shares, Alberton shares having a value of
$300,000,000. The value of a shares of Alberton stock is the price
per share equal to the price at which a share of Alberton common
stock is redeemed in connection with the Merger.
SolarMax is an integrated solar energy company.
It was founded in 2008 to conduct business in the U.S. and
subsequently commenced operation in China following tow
acquisitions in 2015. Through its subsidiaries, it is primarily
engaged selling and installing integrated photovoltaic systems for
residential and commercial customers in the United States which is
its original business, identifying and procuring solar farm system
projects for resale to third party developers and related services
in the People’s Republic of China; providing engineering, procuring
and construction services, which are referred to in the industry as
EPC services, for solar farms in China, financing the sale of its
photovoltaic systems and servicing installment sales by its
customers in the United States and providing exterior and interior
light-emitting diodes, known as LED, lighting sales and
retrofitting services for governmental and commercial
applications.
Management Commentary
Mrs. Guan Wang, chief executive
officer of Alberton, stated “We are very pleased to announce the
signing of our merger agreement with SolarMax and our entry into
the solar and renewable energy sectors, both extremely attractive
and rapidly growing market segments, with great potential for many
years to come.”
Mr. David Hsu, chief executive
officer of SolarMax, remarked, “We are very excited about the
future prospect of the combined entity. We believe that the merger
with Alberton can help us to further the development of our
business.”
Summary of the Transaction
Under the terms of the Merger Agreement,
SolarMax stockholders will receive consideration in the form of
newly issued Alberton equity securities, having a value of $300
million. In addition, all SolarMax stock options and convertible
notes will be assumed by Alberton following the consummation of the
Merger. The Parties intend to use the cash proceeds from the trust
account after the redemption by Alberton public shareholders and
any financing which is completed in connection with the Merger,
less the expenses and costs associated with the Merger, to develop
SolarMax’ business, fund its growth initiatives and for working
capital, including the payment of short-term debt obligations.
The closing conditions of the merger include,
among others, the approval of the Merger from Alberton’s existing
shareholders and approvals from SolarMax stockholders, the approval
by Nasdaq for continuing listing post-Merger, and Alberton having
at least $5,000,001 of net tangible assets either prior or upon
completion of the merger and any relating financings.
Upon and immediately following the consummation
of the Merger, the board of directors of combined entity will
consist of those individuals who are directors of SolarMax on the
closing date of the Merger plus one individual to be designated by
Alberton. Assuming no exercise of redemption rights by Alberton’s
public shareholders and prior to the issuance of any securities in
connection with any financing and after giving effect to the
conversion of outstanding rights into shares of Alberton common
stock upon completion of the merger, and based on the current
estimated redemption price, the shares issued to the holders of
SolarMax common stock will own approximately 27,855,153
shares of Alberton common stock, which will represent approximately
82.77% of outstanding common stock of combined entity and
Alberton’s existing shareholders will retain approximately 17.23%
ownership interest in the combined entity. The transaction is
currently expected to close by April 2021.
Hunter Taubman Fischer & Li LLC and Ogier
are acting as legal counsel to Alberton. Ellenoff Grossman &
Schole LLP is acting as legal counsel to SolarMax.
The description of the transaction contained
herein is only a summary and is qualified in its entirety by
definitive Merger Agreement relating to the transaction, a copy of
which will be filed by Alberton with the Securities and Exchange
Commission (the “SEC”) as an exhibit to a Current Report on Form
8-K and the more detailed information that will be contained in the
proxy statement..
Additional Information about the
Transaction and Where to Find It
Alberton intends to file with the Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4
with a proxy statement containing information about the proposed
transaction and the respective businesses of SolarMax and Alberton.
Alberton will mail a final prospectus and definitive proxy
statement and other relevant documents after the SEC completes its
review. Alberton and SolarMax shareholders are urged to read the
preliminary prospectus and proxy statement and any amendments
thereto and the final prospectus and definitive proxy statement in
connection with the solicitation of proxies for the special
meetings to be held to approve the proposed transaction, because
these documents will contain important information about Alberton,
SolarMax and the proposed transaction. The final prospectus and
definitive proxy statement will be mailed to shareholders of
Alberton and SolarMax as of a record date to be established for
voting on the proposed transaction. Shareholders will also be able
to obtain a free copy of the proxy statement, as well as other
filings containing information about Alberton without charge, at
the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330.
Copies of the proxy statement and other filings with the SEC can
also be obtained, without charge, by directing a request to:
Alberton Acquisition Corporation, Room 1001, 10/F, Capital Center,
151 Gloucester Road, Wanchai, Hong Kong.
About SolarMax
SolarMax is a Nevada corporation. SolarMax is an
integrated solar energy company. Its principal executive offices
are located at 3080 12th Street, Riverside, California 92507.
SolarMax’ website is http://www.solarmaxtech.com. The information
contained on, or that can be accessed through, SolarMax’ website or
any other website is not a part of this press release.
About Alberton
Alberton is a British Virgin Islands blank check
company, also commonly referred to as a Special Purpose Acquisition
Company, or SPAC, formed for the purpose of effecting a merger,
asset acquisition or other business combination with one or more
businesses or entities. Alberton’s units, ordinary shares and
warrants are currently listed on the Nasdaq Capital Market under
the symbols “ALACU,” “ALAC” and “ALACW, respectively.
Participants in the Solicitation
Alberton, SolarMax and their respective
directors and executive officers and other persons may be deemed to
be participants in the solicitations of proxies from Alberton’s
shareholders in respect of the proposed transaction. Information
regarding Alberton’s directors and executive officers is available
in its annual report on Form 10-K filed with the SEC and in a
report on Form 8-K, which was filed with the SEC on October 22,
2020. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests will be contained in the proxy statement when it becomes
available.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption from the
registration requirement of such Act.
Cautionary Note Regarding Forward-Looking
Statements
Some of the statements in this release and in
presentations by Alberton’s management relating to the matters
described herein are or may constitute “forward-looking
statements.” Words such as “believe,” “expect,” “anticipate,”
“project,” “target,” “optimistic,” “intend,” “aim,” “will”, “may”
and variations and similar words and expressions are intended to
identify such forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking.
Forward-looking statements relating to the proposed transaction and
the SEC registration statement and proxy voting process (as well as
the combined company's post-closing activities) include, but are
not limited to: (i) statements about the benefits of the
transaction involving Alberton and SolarMax, including future
financial and operating results; (ii) the extent to which
Alberton’s stockholders exercise their redemption rights; (iii)
Alberton’s and SolarMax’ plans, objectives, expectations and
intentions (including with respect to the future operations and the
use of proceeds from Alberton’s trust account); (iv) the expected
timing of completion of the transaction and the SEC registration
statement and proxy voting process; (v) the terms, structure and
amount of any financing which Alberton may complete in connection
with the merger; (vi) the ability of Alberton or, after the closing
of the transactions, the combined company, to meet the NASDAQ
listing standards; (vii) the reaction to the business combination
of SolarMax’ customers, lenders, suppliers, service providers and
others with which SolarMax conducts business; (viii) unexpected
costs, liabilities or delays in the business combination
transaction; and (ix) other statements relating to the transaction,
the SEC registration statement and proxy voting process and the
combined company’s post-closing activities. Forward-looking
statements involve estimates, expectations and projections and, as
a result, are subject to risks and uncertainties. Actual results
could differ materially if not substantially from those described
in the forward-looking statements.
Important risks and other factors could cause
actual results to differ materially from those indicated by such
forward-looking statements. With respect to the transaction, the
SEC registration statement and proxy voting process and the
combined company’s post-closing activities, such risks and
uncertainties include, among many others: (i) the risks associated
with Alberton’s SEC registration statement and proxy voting
process, including uncertainty regarding the number of Alberton
shareholders who may request redemption and whether SolarMax
shareholders will approve the transaction; (ii) the risk that the
benefits to Alberton and its shareholders anticipated from
transaction may not be fully realized or may take longer to realize
than expected; (iii) the risk that any projections, including
earnings, revenues, cash flows, expenses, synergies, margins or any
other financial items are not realized, (iv) the risks associated
with concentration of SolarMax’ business with certain customers;
(v) the potential for reductions in industry profit margins due to,
among other factors, declining service revenues and competition;
(vi) the inability of the post-closing combined company to expand
the business of SolarMax in the United States and China; (vii)
changing interpretations of generally accepted accounting
principles; (viii) the combined company’s continued compliance with
government regulations; changing legislation and regulatory
environments; (ix) the ability of the post-closing company to meet
Nasdaq’s continued listing standards; (x) the inability of SolarMax
to manage growth; (xi) the effects of the COVID-19 pandemic and the
response of governments to reduce the effects of the pandemic on
the business and prospects of SolarMax; (xii) requirements or
changes affecting the solar energy industry; (xiii) the general
volatility of market prices of Alberton’ s securities and general
economic conditions; (xiv) the combined company’s ability to
implement new strategies and react to changing market conditions;
(xv) risks associated with operating hazards; (xvi) risks
associated with competition; (xvii) risks associated with the loss
of key personnel and the ability to hire and retain qualified
personnel; (xviii) the ability of SolarMax to implement and
maintain disclosure controls and disclosure controls over financial
reporting; (xix) the effect of changes in government regulations in
China and the effect any deterioration of trade relations between
the United States and China; (xx) unexpected costs, liabilities or
delays in the proposed transaction; (xxi) the outcome of any legal
proceedings related to the transaction; (xxii)the ability of
SolarMax to refinance short-term debt, including short-term related
party debt; (xxiii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement or (xxiv) any of the factors in detailed in the “Risk
Factors” section of Alberton’s filings with the SEC and in
SolarMax’ filings with the SEC in connection with a proposed
initial public offering.
The foregoing listing of risks is not
exhaustive. These risks, as well as other risks associated with the
transaction, will be more fully discussed in Alberton’s
registration statement to be filed with the SEC in connection with
the transaction. Additional risks and uncertainties are identified
and discussed in Alberton’s reports filed or to be filed with the
SEC and available at the SEC's website at http://www.sec.gov.
Forward-looking statements included in this press release speak
only as of the date of this press release. Alberton undertakes and
assumes no obligation, and does not intend, to update Alberton’s
forward-looking statements, except as required by law.
Company
Contact: |
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Alberton Acquisition Corp. |
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Room 1001, 10/F,
Capital Center151 Gloucester Road, Wanchai, Hong KongPhone: (+852)
2117 1621 |
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Email:
kevinliu@albertoncorp.com |
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