Westinghouse Solar and CBD
Energy Provide Merger Status Update
Merger Completion Targeted
for Q1 2013
Westinghouse Solar, Inc. (Nasdaq:WEST), a designer and manufacturer
of integrated rooftop solar power systems, and CBD Energy Ltd.,
(ASX:CBD), a diversified renewable energy company, today gave an
update on their previously announced merger and stock listing.
Westinghouse Solar received notice from the NASDAQ Hearings
Panel that the company's shares will cease trading on the NASDAQ
Capital Market as of the open of trading on Thursday, September 6,
2012. At that time, the company's shares will begin trading on the
OTCQB Marketplace and will continue to trade under the symbol
WEST.
As a result of the NASDAQ's determination to cease listing its
shares, the company has decided that it will not seek shareholder
approval for a reverse stock split, and is cancelling its
previously announced special shareholder meeting that was scheduled
for September 13th.
"While we valued our status as a listed company on the NASDAQ
stock market, we accept the decision of the Hearings Panel, and
will be continuing to focus our efforts and resources on running
the business and completing our merger with CBD," said Margaret
Randazzo, CEO of Westinghouse Solar.
CBD Managing Director & CEO, Gerry McGowan said, "We are and
continue to be fully committed to the merger with Westinghouse
Solar. Our collaborative efforts over the past few months, in
our Italian commercial project joint venture, our EPC project in
New Jersey, and the distribution of modules through Harvey Norman
in Australia, should attest to our unwavering dedication to the
proposed merger. CBD has already applied for listing on the NASDAQ
stock exchange and, if approved, the merged entity will be listed
on NASDAQ. We fully support Westinghouse Solar's decision."
The transition to the OTCQB Marketplace does not change the
company's obligation to file periodic and other reports with the
Securities and Exchange Commission under applicable federal
securities laws. In addition, the transition of Westinghouse
Solar's stock to the OTCQB Marketplace will have no effect on the
shares themselves. Westinghouse Solar's shareholders remain
owners of the common stock and will be able to trade the stock on
the OTCQB Marketplace as of September 6, 2012.
Operated by OTC Markets Group Inc., the OTCQB is a market tier
for OTC traded companies that are registered and reporting with the
Securities and Exchange Commission. The Company's common stock will
continue to trade under the "WEST" symbol on the computerized OTCQB
system.
CBD and Westinghouse Solar are diligently working toward
completion of the Form F-4 Registration Statement and Proxy,
planned to be filed later this month with the Securities and
Exchange Commission. The companies anticipate merger closing in
January 2013. CBD has applied for listing on the NASDAQ Stock
Exchange, to be effective on or before the consummation of the
merger. CBD intends to delist from the ASX subject to shareholder
approval and upon merger closing.
About Westinghouse Solar:
(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: (ASX: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 stock exchange listing status, timing of
merger closing, 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
Westrock Coffee (NASDAQ:WEST)
Gráfica de Acción Histórica
De Ene 2025 a Feb 2025
Westrock Coffee (NASDAQ:WEST)
Gráfica de Acción Histórica
De Feb 2024 a Feb 2025
