Clean Energy Fuels Corp. completed the acquisition of substantially all of the assets of IMW Industries Ltd. (IMW).
IMW manufactures and services advanced natural gas fueling compressors and related equipment that is sold to station operators and commercial fleets and has provided more than 1,000 installations in over 20 countries. IMW is headquartered near Vancouver, British Columbia, and has a second manufacturing facility near Shanghai, China.
The purchase price includes $15.6 million in cash and 4,017,408 shares of Clean Energy stock that will be issued to IMW's shareholder. An additional $288,000 will be paid by Clean Energy once the Chinese regulatory authorities approve the transfer of IMW Compressors (Shanghai) Co. Ltd. to the company, which is anticipated within the next 45 days.
Clean Energy has also agreed to pay IMW's shareholder four additional annual payments of $12.5 million each (consisting of $5 million in cash plus an additional $7.5 million in cash or Clean Energy common stock to be determined at Clean Energy's option) on Jan. 31, 2011 through 2014.
IMW's shareholder may also receive an earn-out payment based on certain percentages of future gross profits earned by IMW over the next four years, assuming the gross profit exceeds certain minimum thresholds, up to a maximum of $40 million in the aggregate.