UTC has entered into an agreement to acquire the remaining 50.1% stake in Clipper Windpower. The acquisition values the entire issued ordinary share capital of Clipper at approximately GBP139.5 million. UTC holds 107,098,020 Clipper shares, representing approximately 49.9% of Clipper’s issued share capital.
Under the terms of the acquisition, Clipper shareholders will be entitled to receive 65 pence in cash for each Clipper share held, representing a premium of approximately 31.3% to the closing mid-market price per Clipper share on October 15, 2010 and 47.7% the closing mid-market price per Clipper share on September 17, 2010. The cash consideration payable by UTC for the acquisition will be funded using UTC’s existing cash resources.
In aggregate, the irrevocable undertakings received represent approximately 29.8% of the existing issued ordinary share capital of Clipper.
Linklaters LLP is acting as legal advisor to UTC and Goldman Sachs International is acting as corporate broker to Clipper on the transaction, which is expected to complete in December 2010.
The transaction allows Clipper to fully leverage UTC’s management and operational expertise as well as its advanced technology in blades, wind turbines and gearbox design.
Clipper Windpower, which has its headquarters in Carpinteria, California, and manufacturing facilities in Cedar Rapids, Iowa, is the maker of the 2.5-megawatt Liberty wind turbine, one of the largest wind turbines made in the US. Since June 2006, it has had orders to provide 2,240 units of the Liberty machine.
The company also has a presence in the UK, where it is developing a much larger wind turbine designed for offshore wind farms, the Britannia, which is to have a nameplate capacity of 7.5MW.