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8-K - 3Power Energy Group Inc. | v209814_8k.htm |
Prime
Sun Power Rebrands as "3Power Energy" and Finalizes Terms for Merger With
Seawind Group - a Leading European Based Provider of Renewable
Energy
Finalized
Terms of Acquisition Set Stage for Accelerated Global Expansion
Jan. 26,
2011 (GlobeNewswire) --
NEW YORK,
Jan. 26, 2011 (GLOBE NEWSWIRE) -- Prime Sun Power Inc. (OTCBB:PSPW)
(Frankfurt:PSD) (the "Company") announces that it has rebranded into a new
global brand that will be known as 3Power Energy Group (3POWER). The Company
specializes in the development of renewable energy power plants
world-wide.
3POWER
has also finalized the terms of a prospective merger with the Seawind Group
(www.seawind.uk.com www.seawind.cl), a European based leader in renewable
energy. Seawind has been a successful provider of engineering and EPCI services
to the industry and an independent project developer for more than 10 years with
a notable track record and leading global customers. The prospective merger with
Seawind is an important piece of 3POWER's strategy to bolster their position as
an emerging global leader in the field of independent renewable power
production. The planned merger also expands 3POWER's reach into Hydro and
Wind power production in addition to photovoltaic (PV) solar
energy.
"We were
impressed with 3POWER's business model of expanding the Company to have
vertically integrated capabilities; from development and engineering, to whole
life operation of renewable energy power plants. This is exactly the direction
we were headed.. This opportunity to merge with 3POWER simply expedites our
goals," said James Wilson, Managing Director and cofounder of
Seawind.
"The
combined teams of 3POWER and Seawind have extraordinary industry experience and
expertise in project development, management, operations, and engineering
know-how. The combination will create a unique and solid foundation for
global expansion." said Mr. Tim Adams, Operational Managing Director and
cofounder of Seawind. Mr. Adams (who following the merger will be appointed as
the COO of 3POWER) has been in charge of Seawind operations since inception,
enabling Seawind to meet its customers' needs and challenges.
Over the
past three years, Seawind's cumulative revenues are estimated at circa USD $60
million, and retains a core project and engineering staff of 30
people. Seawind has a substantial pipeline of Wind Power plants projects
that are expected to produce in excess of 1,000MW, which come in addition to
3POWER's current pipeline of 225MW of PV Solar power projects, and 1,300MW of
Hydro Power Plants in Italy, France, Greece and Turkey.
After
coordinating and completing the successful merger, the current CEO of 3POWER,
Mr. Olivier de Vergnies, will turn over day-to-day operations to James Wilson,
who will become CEO of 3POWER. "Mr. Wilson is an experienced professional who
has grown Seawind over the last 10 years into a successful and profitable
company. I have worked closely with him during the merger preparations and I'm
fully confident in his ability to lead 3POWER", said Mr. de
Vergnies.
The
Company appointed Mr. Toby Durrant as 3POWER's new Chief Investment
Officer. Mr. Durrant has expertise in corporate finance and capital
raising, and is an experienced professional with strong contacts and networks in
the financial industry. Mr. Durrant will coordinate the capital raise and new
listing. "I am pleased at the prospect of becoming part of 3POWER. Having
participated closely in the merger preparations, I recognize the opportunity
that 3POWER's new engineering and operational expertise represents, and I am
confident that it will allow me to focus on successfully raising capital, and
meeting our additional financial goals."
3POWER is
currently in negotiation with selected financial investors to provide a
long-term loan of U.S. $50 million and equity participation in the project's
pipeline. Upon the completion of the merger, 3POWER expects to exit from shell
status and intends to seek a listing on NASDAQ as soon as reasonably
possible.
"The
merging of 3POWER and Seawind will create a solid platform for both companies to
continue their development in the field of renewable energy. Seawind's
depth of experience across diverse renewable energy technologies, its proven
management expertise, and its current client and project base are valuable
assets. Combined with 3POWER's extensive pipeline of solar and hydro projects,
they facilitate the creation of a world-class producer of renewable power," said
James Wilson.
3POWER
and Seawind expect to close the merger as soon as 2010 audited financial
statements are completed. A detailed summary of the terms of the merger and
additional disclosures are expected to be filed with the U.S. Securities and
Exchange Commission shortly.
About
3Power Energy Group:
3POWER is
emerging as a world-wide independent major player in producing sustainable
renewable energy. 3POWER harnesses cutting-edge solar, wind, and hydro
technologies to develop clean, sustainable power generation, and is a trusted
energy provider to utility companies and corporate entities around the world.
3POWER expects to establish its headquarters in London, with satellite offices
and operations in North America, Latin America, Europe, and Asia. Learn more at
www.3powerenergy.com, www.seawind.uk.com or www.seawind.cl.
Forward
Looking Statements:
This
release may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 with respect to Prime Sun Power Inc.
(which expects to very shortly change its name to 3Power Energy Group Inc.) (the
"Company"), its business and the prospective merger transaction among the
Seawind Group of Companies and the Company. These forward-looking statements can
be identified by the use of terminology such as "subject to," "believe,"
"expects," "plan," "project," "estimate," "intend," "may," "will," "should,"
"can," or "anticipates," or the negative thereof, or variations thereon, or
comparable terminology, or by discussions of strategy. Although all of the
forward-looking statements set forth in this press release are believed to be
reasonable, actual results may differ materially from those expressed in
forward-looking statements as a result of factors outside of the control of the
Company. The Company cannot provide assurances that any prospective matters
described in the press release will successfully close or otherwise be completed
or that the Company will realize the anticipated benefits of any such
transactions. Important factors that may cause actual results to differ
materially from those expressed in the forward-looking statements are discussed
in the Company's Securities and Exchange Commission ("SEC")
filings. Readers are cautioned not to place undue reliance on
forward-looking statements. The Company does not undertake and specifically
disclaims any obligation to update, republish or revise forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrences of unanticipated events. All forward-looking
statements should be regarded solely as the Company's current plans, estimates
and beliefs.
CONTACT:
Media Contact: Steve Brazell
Hitman,
Inc. - Competition Removal(TM)
New
York (212) 300-6012
www.yourhitman.com
Source:
Globe Newswire (January 26, 2011 - 6:01 AM EST)
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