Following satisfactory due diligence, Nel has signed a final and binding share purchase agreement with the F9 Investments LLC, the shareholder of Proton OnSite, to acquire 100% of the shares of Proton OnSite. This will make Nel the world’s largest manufacturer of waste electrolysers for hydrogen (H2) production, offering both alkaline and PEM electrolysers in all relevant sizes and markets.
The transaction
Nel is acquiring 100% of the shares in Proton OnSite for a total consideration of $70m, on a cash and debt free basis and assuming a normalised working capital as of closing.
A subsequent adjustment of the purchase price will be made following closing, based on the amounts of net debt and working capital of Proton OnSite as of closing. The closing adjustment will be made by Nel issuing additional new shares to Proton OnSite’s shareholder, or Nel receiving previously issued Consideration Shares back from Proton OnSite’s shareholder, as the case may be.
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