Under the merger agreement, SolarMax shareholders will receive consideration in the form of newly issued Alberton shares valued at $300 million. In addition, all options on SolarMax shares and convertible bonds will be repurchased by Alberton after the merger is completed. The parties intend to use the cash proceeds from the trust account after Alberton`s public shareholders withdraw and all financings under the merger, net of the costs and costs associated with the merger, to develop SolarMax`s business, finance its growth initiatives and use working capital, including the payment of short-term bonds. A share-for-stock merger occurs when shares of one company are traded against another in an acquisition. When and when the transaction is approved, shareholders can exchange the shares of the target company for stakes in the company of the beneficiary company. These transactions – usually made in combination of shares and cash – are cheaper and more efficient, because the recipient company does not need to raise additional capital. Some of the statements contained in this press release and in Alberton`s management presentations on the topics described here are or may represent “forward-looking statements.” Words such as “believe,” “expect,” “anticipate,” “project,” “aim,” “intend,” “aim,” “power,” and variations and other similar words and phrases must identify such forward-looking statements, but the absence of such words does not mean that a statement is not forward-looking. However, forward-looking statements regarding the proposed transaction and the SEC`s registration statement and voting procedure (as well as the activities of the combined business after closing) are not limited to: (i) the benefits of the transaction involving Alberton and SolarMax, including future financial and operating results; (ii) the extent to which Alberton shareholders exercise their withdrawal rights; (iii) the plans, objectives, expectations and intentions of Alberton and SolarMax (including future activities and the use of Revenues from Alberton`s Trust Account); (iv) the expected date of the conclusion of the transaction and the SEC registration and voting procedure; (v) the terms, structure and amount of financing that Alberton may enter into in connection with the merger; (vi) Alberton`s ability or, after the closing of the transactions, the merged entity to comply with THE NASDAQ`s listing standards; (vii) the response to the combination of customers, lenders, suppliers, service providers and other businesses with which SolarMax operates; (viii) unforeseen costs, liabilities or delays in the combination; and ix) any other statement relating to the transaction, the dry registration statement and the voting procedure, as well as the activities of the combined entity after closing. Forward-looking statements involve estimates, expectations and forecasts and are therefore subject to risks and uncertainties. Actual results may differ materially, if not materially, from the results described in the forward-looking statements.
The appropriate transaction structure for your transaction varies considerably depending on your specific circumstances.