Agreement for Up to 50% Interest in
Projects
Companies to Share Profits
CAMPBELL, Calif., Aug. 28, 2012 (GLOBE NEWSWIRE) -- Westinghouse
Solar, Inc. (Nasdaq:WEST), a designer and manufacturer of
integrated rooftop solar power systems, and CBD Energy Ltd.
(AUST:CBD), a diversified renewable energy company, today announced
a joint venture to design, engineer, procure and construct (EPC)
commercial projects in Italy.
Westinghouse Solar CEO Margaret Randazzo commented, "This
agreement is a continuation of our companies' collaborative efforts
as we move towards our merger. As with our previously announced
Harvey Norman agreement and the 1.4 MW EPC project in New Jersey,
we continue to look for collaboration opportunities that benefit
both entities. We believe our investment in this venture further
diversifies our business, and will provide incremental
earnings."
CBD Managing Director, Gerry McGowan, stated, "As we work toward
completion of our merger, we are committed to help improve the
financial performance of Westinghouse Solar. In doing so, our teams
continue to look for opportunities where both parties can bring
something to the table. By partnering with Westinghouse Solar, we
are able to diversify their business and provide them an attractive
earnings source through their investment and participation in our
Italy project pipeline. Following merger closing, we intend to
pursue additional EPC opportunities in Europe and the U.S." Mr.
McGowan said.
Westinghouse Solar will obtain a 25% stake (with the option to
take up to a 50% stake) in the profits from CBD's commercial
project pipeline in Italy, in exchange for an investment of $1.5
million (with option to invest up to a further $1.5 million). In
May 2012, CBD announced it had obtained a $25 million credit
facility to support development and sale of the Italy projects,
which covers up to 75% of the development and construction cost of
each project. In June 2012, CBD completed the first of several
planned 5MW projects in Italy, and has negotiated the sale of that
first project to a third party off-taker (closing is subject to
verification due diligence by the off-taker) for €12.5 million. CBD
expects to deliver five additional 5MW projects (another 25MW
total) starting in October of this year, to be sold under a
framework agreement being negotiated with the same project
off-taker. Westinghouse Solar would receive its share of earnings
from the joint venture, which is estimated at $5 million (based on
a 50% participation stake in the joint venture) for the total 30MW.
Earnings from project sales are projected to begin in the third
quarter of 2012. Westinghouse Solar is pursuing an at-market equity
capital financing to raise the funds for its investment in the
joint venture.
About Westinghouse Solar:
(Nasdaq:WEST) Founded in 2001, Westinghouse Solar
is a designer and manufacturer of solar power systems. In 2007,
Westinghouse Solar pioneered the concept of integrating the
racking, wiring and grounding directly into the solar panel. This
revolutionary solar panel, originally branded "Andalay", quickly
won industry acclaim. In 2009, the company again broke new ground
with the first integrated AC solar panel, reducing the number of
components for a rooftop solar installation by approximately 80
percent and lowering labor costs by approximately 50 percent. This
AC panel, which won the 2009 Popular Mechanics Breakthrough Award,
has become the industry's most widely installed AC solar panel. A
new generation of products named "Instant Connect" has just been
introduced and is expected to achieve even greater market
acceptance. Award-winning Westinghouse Solar Power Systems provide
the best combination of safety, performance and reliability, while
backed by the proven quality of the Westinghouse name. For more
information on Westinghouse Solar, visit
www.westinghousesolar.com.
The Westinghouse Solar logo is available at:
http://www.globenewswire.com/newsroom/prs/?pkgid=7708
About CBD Energy: (AUST:CBD)
CBD is Australia's emerging leader in renewable energy, enabling
the efficient use of renewable energy for utilities, businesses and
households through operations in wind, solar, energy storage and
engineering. It has become one of the largest non-utility suppliers
and installers of solar energy generation equipment for both large-
and domestic-scale operation in Australia. Utilizing its
globally-competitive supply chain, CBD is also currently developing
and profitably installing solar projects in Europe and Southeast
Asia, both directly and through joint ventures. For more
information on CBD, visit http://www.cbdenergy.com.au/.
Forward-Looking And Cautionary Statements — Safe
Harbor
This press release contains forward-looking statements,
including with respect to future earnings from commercial solar
projects, equity fund raising, and implementation and effects of
the proposed business combination between Westinghouse Solar and
CBD. Those statements and statements made in this release that
are not historical in nature, including those related to future
earnings, business diversification, achievement of cashflow and
profitability, in future periods, constitute forward-looking
statements within the meaning of the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by the use of words such as "expects,"
"projects," "plans," "will," "may," "anticipates," believes,"
"should," "intends," "estimates," and other words of similar
meaning. These statements are based on current plans, estimates and
projections, and, therefore, you should not place undue reliance on
them. These statements are subject to risks and uncertainties that
cannot be predicted or quantified, and CBD and Westinghouse Solar
caution that actual results may differ materially from those
expressed or implied by such forward-looking statements. These
statements are subject to the following risks and uncertainties:
difficulties, delays, unexpected costs or the inability to
consummate the proposed merger between CBD and Westinghouse Solar
and other transactions referred to in this communication and those
described in the documents that Westinghouse Solar files with the
U.S. Securities and Exchange Commission, as well as risks
associated with the inherent uncertainty of future financial
results, additional capital financing requirements, and development
and introduction of new products by CBD, Westinghouse Solar or
their respective competitors, uncertainties in the timing of
availability and manufacturing volumes of products from suppliers,
the effectiveness, profitability, and marketability of new
products, the ability to protect and defend proprietary rights and
information, the impact of current, pending, or future legislation,
regulation and incentive programs on the solar power industry, the
impact of competitive products or pricing, technological changes,
and the effect of general economic and business conditions. All
forward-looking statements included in this communication are made
as of the date of this communication, and neither CBD nor
Westinghouse Solar assumes any obligation to update any such
forward-looking statements, whether as a result of new information,
future events or otherwise.
Statement Regarding Additional Information That Will
Become Available
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. The publication or distribution of this
communication may, in some countries, be restricted by law or
regulation. Accordingly, persons who come into possession of this
document should inform themselves of and observe these
restrictions. To the fullest extent permitted by applicable law,
CBD, Westinghouse Solar and their respective affiliates disclaim
any responsibility or liability for the violation of such
restrictions by any person.
This communication is being made in respect of a proposed merger
involving CBD and Westinghouse Solar. In connection with the
proposed merger, CBD and Westinghouse Solar will file with the U.S.
Securities and Exchange Commission (the "SEC") a Registration
Statement on Form F-4 containing a proxy statement/prospectus, and
each of CBD and Westinghouse Solar may file with the SEC other
documents regarding the proposed merger. CBD will provide
disclosure and arrange for solicitation of the votes of its
shareholders in accordance with Australian regulations. Such
documents are not currently available. BEFORE MAKING AN INVESTMENT
OR VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT/PROSPECTUS AND OTHER FILED DOCUMENTS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain a copy of the
Registration Statement on Form F-4 containing a proxy
statement/prospectus (when available) and all other documents filed
with the SEC by CBD and Westinghouse Solar free of charge at the
SEC's website at www.sec.gov. Investors and security holders may
also obtain copies of these documents, free of charge, from
Westinghouse Solar by directing a request to Westinghouse Solar,
Attention: Margaret Randazzo, (408) 402-9400, or by going to
Westinghouse Solar's website at www.westinghousesolar.com.
Additionally, investors may obtain copies of these documents, free
of charge, from CBD by going to CBD's website at
www.cbdenergy.com.au/.
Participants in the Merger Solicitation
Westinghouse Solar and CBD, and their respective directors and
executive officers, may be deemed to be participants in the
solicitation of proxies in respect of the proposed merger and
related matters. Information regarding Westinghouse Solar's
directors and executive officers is contained in Westinghouse
Solar's annual report on Form 10-K, filed with the SEC on March 16,
2012, and amendment on Form 10-K/A, filed with the SEC on March 26,
2012. Information regarding CBD's directors and executive officers
is contained in CBD's statement on Schedule 13D, filed with the SEC
on January 9, 2012 (as amended to date). Additional information
regarding the interests of such potential participants will be
included in the Registration Statement on Form F-4 containing a
proxy statement/prospectus and the other relevant documents filed
with the SEC (when available). Investors can also obtain
free copies of these documents from CBD and Westinghouse Solar
using the contact information above.
CONTACT: FOR WESTINGHOUSE SOLAR:
Investor Relations Contact:
Matt Selinger
Partner
Genesis Select
(303) 415-0200
mselinger@genesisselect.com
Company Contact:
Margaret Randazzo
Chief Executive Officer
Westinghouse Solar
(408) 402-9400
mrandazzo@westinghousesolar.com
FOR CBD ENERGY:
United States
Company Contact:
James Greer, SVP USA
CBD Energy - US Office
(917) 714-4791
james.greer@cbdenergy.com.au
Australia
Media and Investor Relations Contact
Ian Westbrook
Westbrook Financial Communications
(61) 407 958 137
ian@westbrookfin.com.au
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