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Alberton Acquisition Corp. (“Alberton”) (NASDAQ:ALAC) announced today that it has entered into an agreement and plan of merger (the “Merger Agreement”) by and among Alberton, SolarMax Technology, Inc., a Nevada corporation (“SolarMax”), and Alberton Merger Subsidiary Inc., a Nevada corporation and wholly-owned subsidiary of Alberton (the “Merger Sub”), pursuant to which, among other things, on the terms and subject to the conditions set forth therein, Merger Sub would merge with and into SolarMax (the “Merger”), with SolarMax continuing as the surviving corporation of the Merger, becoming a direct wholly-owned subsidiary of Alberton, with SolarMax’ stockholders receiving, in respect of their SolarMax shares, Alberton shares having a value of $300,000,000. The value of a shares of Alberton stock is the price per share equal to the price at which a share of Alberton common stock is redeemed in connection with the Merger.
SolarMax is an integrated solar energy company. It was founded in 2008 to conduct business in the U.S. and subsequently commenced operation in China following tow acquisitions in 2015. Through its subsidiaries, it is primarily engaged selling and installing integrated photovoltaic systems for residential and commercial customers in the United States which is its original business, identifying and procuring solar farm system projects for resale to third party developers and related services in the People’s Republic of China; providing engineering, procuring and construction services, which are referred to in the industry as EPC services, for solar farms in China, financing the sale of its photovoltaic systems and servicing installment sales by its customers in the United States and providing exterior and interior light-emitting diodes, known as LED, lighting sales and retrofitting services for governmental and commercial applications.
Management Commentary
Mrs. Guan Wang, chief executive officer of Alberton, stated “We are very pleased to announce the signing of our merger agreement with SolarMax and our entry into the solar and renewable energy sectors, both extremely attractive and rapidly growing market segments, with great potential for many years to come.”
Mr. David Hsu, chief executive officer of SolarMax, remarked, “We are very excited about the future prospect of the combined entity. We believe that the merger with Alberton can help us to further the development of our business.”
Summary of the Transaction
Under the terms of the Merger Agreement, SolarMax stockholders will receive consideration in the form of newly issued Alberton equity securities, having a value of $300 million. In addition, all SolarMax stock options and convertible notes will be assumed by Alberton following the consummation of the Merger. The Parties intend to use the cash proceeds from the trust account after the redemption by Alberton public shareholders and any financing which is completed in connection with the Merger, less the expenses and costs associated with the Merger, to develop SolarMax’ business, fund its growth initiatives and for working capital, including the payment of short-term debt obligations.
The closing conditions of the merger include, among others, the approval of the Merger from Alberton’s existing shareholders and approvals from SolarMax stockholders, the approval by Nasdaq for continuing listing post-Merger, and Alberton having at least $5,000,001 of net tangible assets either prior or upon completion of the merger and any relating financings.
Upon and immediately following the consummation of the Merger, the board of directors of combined entity will consist of those individuals who are directors of SolarMax on the closing date of the Merger plus one individual to be designated by Alberton. Assuming no exercise of redemption rights by Alberton’s public shareholders and prior to the issuance of any securities in connection with any financing and after giving effect to the conversion of outstanding rights into shares of Alberton common stock upon completion of the merger, and based on the current estimated redemption price, the shares issued to the holders of SolarMax common stock will own approximately 27,855,153 shares of Alberton common stock, which will represent approximately 82.77% of outstanding common stock of combined entity and Alberton’s existing shareholders will retain approximately 17.23% ownership interest in the combined entity. The transaction is currently expected to close by April 2021.
Hunter Taubman Fischer & Li LLC and Ogier are acting as legal counsel to Alberton. Ellenoff Grossman & Schole LLP is acting as legal counsel to SolarMax.
The description of the transaction contained herein is only a summary and is qualified in its entirety by definitive Merger Agreement relating to the transaction, a copy of which will be filed by Alberton with the Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K and the more detailed information that will be contained in the proxy statement..
Additional Information about the Transaction and Where to Find It
Alberton intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 with a proxy statement containing information about the proposed transaction and the respective businesses of SolarMax and Alberton. Alberton will mail a final prospectus and definitive proxy statement and other relevant documents after the SEC completes its review. Alberton and SolarMax shareholders are urged to read the preliminary prospectus and proxy statement and any amendments thereto and the final prospectus and definitive proxy statement in connection with the solicitation of proxies for the special meetings to be held to approve the proposed transaction, because these documents will contain important information about Alberton, SolarMax and the proposed transaction. The final prospectus and definitive proxy statement will be mailed to shareholders of Alberton and SolarMax as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a free copy of the proxy statement, as well as other filings containing information about Alberton without charge, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and other filings with the SEC can also be obtained, without charge, by directing a request to: Alberton Acquisition Corporation, Room 1001, 10/F, Capital Center, 151 Gloucester Road, Wanchai, Hong Kong.
Posted In: ALAC
