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.

Closing of the agreement is subject to certain conditions, including relevant public approvals and other third party consents, absence of material adverse effects and correctness of representations. The timing of closing of the Transaction depends on satisfactory fulfilment of these conditions, including the public approval process, but is expected to occur around June / July 2017.

Carnegie acts as financial advisor to Nel in connection with the Transaction.

About Proton Onsite

Proton OnSite has been developed into the largest manufacturer of on-site H2 generators with over 2,600 units installed worldwide in more than 75 countries.

The company offers advanced Proton Exchange Membrane (PEM) electrolysis systems to various markets, focusing on small to medium sized plants. Proton OnSite’s recently developed Megawatt product line is viewed as a significant area of focus and deemed to be a key success criteria going forward. The company had revenues of $27.2m in 2016 and is headquartered in Wallingford, Connecticut, with approximately 90 employees.

Until closing, Proton OnSite’s board of directors consists of Tom Sullivan and Robert Friedland. The CEO of Proton OnSite is Robert Friedland and the Chief Financial Officer is Sheldon Paul.