Clean Energy Fuels Corp. and IMW Industries Ltd. signed a definitive agreement for Clean Energy to acquire IMW for consideration of $125 million plus a cash earn-out arrangement.

IMW, a private company headquartered near Vancouver, British Columbia, manufactures and services advanced natural gas fueling compressors and related equipment that is sold to station operators and commercial fleets. It has provided more than 1,000 installations in more than 20 countries and has a second manufacturing facility near Shanghai, China.

The purchase price includes $75 million to be paid at closing ($15 million in cash and approximately $60 million in Clean Energy common stock) plus four additional annual payments of $12.5 million each (consisting of $5 million in cash and approximately $7.5 million in cash or Clean Energy common stock to be determined at Clean Energy's option).

The earn-out arrangement will pay IMW's shareholders certain percentages of future gross profits earned by IMW over the next four years assuming the gross profit exceeds certain minimum thresholds and up to a maximum of $40 million in the aggregate.

Completion of the transaction is subject to certain closing conditions being met, including the registration of the Clean Energy shares paid to IMW shareholders at the closing. The companies intend to close the transaction in the third quarter of 2010. After closing, IMW will maintain separate operations as a subsidiary of Clean Energy.