Clipper enters financial and strategic relationship with One Equity Partners, JP Morgan Chase's private equity arm
London, (UK), Carpinteria, CA (USA) – April 9 , 2008 - Clipper Windpower Plc (“Clipper”), a rapidly growing manufacturer of advanced wind turbines and developer of wind energy projects today announced an agreement with One Equity Partners (“One Equity”), the private equity arm of JPMorgan Chase & Co. that will result in an equity investment of $150 million in Clipper. The investment fortifies Clipper's balance sheet, allows the Company to strengthen its core wind turbine business and provides additional working capital to support growth. In making this investment, One Equity is supporting the implementation of Clipper’s next phase operational plan with a focus on the manufacturing, delivery and commissioning of Clipper’s innovative 2.5MW Liberty Turbine into the rapidly expanding US wind energy market. The plan accelerates Clipper’s strategy to achieve operational and manufacturing efficiencies, utilizing resources for rapid deployment of Clipper’s turbines at sites throughout the US. As part of the long term strategic relationship, Clipper and One Equity will cooperate to strengthen Clipper’s supply chain. One Equity will nominate two representatives to Clipper’s board of directors.
Clipper will create a committee, which will have the responsibility for making various recommendations to the board with regards to appointments, annual business plans, budgets, corporate actions, financing arrangements and changes to the operating plan. The committee will be chaired by James GP Dehlsen, Clipper’s Chairman and CEO, and will initially consist of three members: Mark Chaichian, head of Business Development for Clipper Windpower, James GP Dehlsen and a representative from One Equity.
James GP Dehlsen, Clipper’s Chairman and CEO said: “This is a significant transaction for Clipper. I am very pleased to have a financial and strategic relationship with one of the most successful private equity houses in the world. This is particularly beneficial given their reach into global supply chain areas which will complement Clipper’s needs. We welcome the nomination of two senior partners from One Equity to our board of directors.”
Richard M. Cashin, Managing Partner, One Equity said: “The US market for wind energy has tremendous growth prospects and we see Clipper’s 2.5MW turbine as uniquely positioned to capitalize on this opportunity. Our investment adds real muscle to Clipper’s operational plan which is designed to transition the company to a new stage of growth.”
One Equity will subscribe for approximately 15.8 million new shares at a price equal to the lower of 480p per share and the volume weighted average trading price of the shares over the five business days preceding 4 May 2008, raising gross proceeds of approximately £76 million ($150 million). In the event that the subscription price is less than 480p per share Clipper may elect not to proceed with the transaction. The new funds will be used to finance Clipper’s ongoing working capital requirements and strategic supply chain initiatives.
Following admission One Equity will hold approximately 12.3% of Clipper’s issued and outstanding share capital. In connection with this subscription, Clipper will grant One Equity a five year option to subscribe for up to 2,914,850 shares at an exercise price equal to 537.5p per share. The completion of the agreement with One Equity, including the issue of new shares and the granting of options is subject to the fulfillment of customary conditions, including the receipt of US anti-trust approval and the approval by shareholders at a General Meeting of the Company to be held on 6 May 2008. A Circular containing the notice of General Meeting and further details about the agreement with One Equity will be posted to shareholders following this announcement.
The newly authorized shares will be issued in the form of legended share certificates and will hold preemptive, non dilutive rights. For a period of 18 months following admission, One Equity will not transfer or sell its shares in Clipper without prior approval from the Company. For a period of two years following the admission, One Equity may not hold more than 25% of Clipper’s outstanding share capital.
Clipper’s management will host a conference call for analysts and shareholders today at 09:00hrs (London time). To join the conference call please dial +44 (0)20 7806 1961 (listen only).
For further information please contact:
Investor Relations Director
+44 (0)20 7820 1078
Patrick d’Ancona/Charlotte Kirkham
M: Communications+44 (0)20 7153 1547
About Clipper Windpower plc
Clipper Windpower, www.clipperwind.com, is a rapidly growing company engaged in wind energy technology, turbine manufacturing, and wind project development. With offices in the United Kingdom, United States of America (California, Colorado, Iowa, and Maryland), Denmark, and Mexico and a ISO9001:2000 QMS Certified, 330,000 square foot manufacturing and assembly facility located in Cedar Rapids, Iowa, the company designs advanced wind turbines, manufactures its 2.5-MW Liberty wind turbine and actively develops wind power generating projects in the Americas and Europe. Clipper is a public company listed on the London Stock Exchange’s Alternative Investment Market (AIM). Clipper’s ticker symbol is CWP.
The ordinary shares of Clipper Windpower Plc are traded on the Alternative Investment Market of the London Stock Exchange and are not registered under the U.S. Securities Act of 1933, as amended. Such shares may not be offered or sold to residents of the United States or to persons acting on their behalf, or to other persons who are "United States Persons" within the meaning of Regulation S as promulgated under the Securities Act of 1933, unless such shares have been registered under the Securities Act or there is an available exemption from registration.
Forward Looking Statements
Statements contained in this press release and the conference call, particularly those regarding the possible or assumed future performance of the Company, industry growth or other trend projections and any estimated company earnings are or may be forward looking statements and as such involve risks and uncertainties. Any such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those expressed or implied by these statements.