Reno, Nev., June 1, 2010 – Ram Power Corp. and Sierra Geothermal Power Corp. entered into a non-binding letter of intent on the potential acquisition by Ram Power of all of the outstanding common shares of Sierra.
The letter of intent contemplates the acquisition by Ram Power of all of Sierra’s outstanding common shares by way of a share exchange whereby holders of outstanding Sierra shares would receive 1 common share of Ram Power for every 12 common shares of Sierra.
All outstanding options and warrants to purchase Sierra shares will be exchanged under the transaction for options and warrants to purchase common shares of Ram Power in accordance with the exchange ratio. The transaction will result in the issuance of about 11.125 million common shares of Ram Power to shareholders of Sierra.
Based on the exchange ratio and Ram Power’s May 28, 2010 closing share price of $2.56, the implied offer price of $0.213 per Sierra share represents an 18.5 percent premium to its May 28, 2010 closing share price of $0.18 and a premium of 19.9 percent to Sierra’s 20-day volume weighted average price of $0.178.
* Allows shareholders of Sierra to recognize an attractive premium to the existing Sierra share price, while obtaining an interest in Ram Power’s broader portfolio of operating, in-construction, and development geothermal assets;
* Shareholders of Sierra will become shareholders of Ram Power,
* Potential for synergistic development of a power cluster in Esmeralda County, Nevada, as Ram Power’s Clayton Valley land positions are contiguous to Sierra’s Paymaster District projects: Alum, Silver Peak and Pearl;
* Acquired projects improve the ability of Ram Power to deliver additional power under its existing power purchase agreement with NV Energy;
The parties expect to enter into definitive agreements in relation to the transaction towards the end of June 2010, subject to negotiation of mutually satisfactory terms, completion of confirmatory due diligence and the receipt of lock-up commitments in favor of the transaction from Sierra’s largest shareholders.
In addition, the closing of any transaction will be conditional upon receipt of any required regulatory and shareholder approvals. Under the letter of intent, Ram Power and Sierra have agreed to negotiate exclusively in order to complete confirmatory due diligence and negotiate definitive agreements.
Ram Power is a renewable energy company based in Reno, Nevada, engaged in the business of acquiring, exploring, developing and operating geothermal properties and has interest in geothermal projects in the U.S., Canada and Latin America.
Sierra is a Vancouver-based geothermal energy company focused on the exploration and development of clean, sustainable power in Western North America. Sierra has 100 percent control over its 120,000 acre portfolio of geothermal properties in Nevada, California and British Columbia. Sierra’s projects have a combined total estimated capacity of almost 400 MW.