Deal Will Give REG Greater Access to Growing West Coast Advanced Biofuels Market
(AMES, IA)---Renewable Energy Group, Inc. (NASDAQ:REGI) and Imperium Renewables, Inc. announced Friday that they have signed an asset purchase agreement where REG would acquire substantially all the assets of Imperium, including a 100-million gallon nameplate capacity biomass-based diesel refinery and deepwater port terminal at the Port of Grays Harbor, Washington.
Under the terms of the agreement, REG will pay Imperium $15 million in cash and issue 1.5 million shares of REG common stock in exchange for substantially all of Imperium’s assets. In addition to these payments, REG will pay either $1.75 million in cash or 175,000 shares of REG common stock at closing as elected by REG. For two years post-closing, Imperium may receive up to a $0.05/gallon payment for biomass-based diesel produced and sold. In addition at closing, Imperium will retain its net working capital value of approximately $25 million. REG will also assume $5.2 million of Imperium’s debt from Umpqua Bank, which has agreed to provide REG Grays Harbor, LLC with an additional loan capacity of up to $5 million to fund capital expenditures and improvements at the Grays Harbor facility. Closing is subject to satisfaction of customary closing conditions.
“Bringing the Imperium assets and their team into the REG network is a tremendous addition to our business,” said REG President and CEO Daniel J. Oh. “As we combine our companies, we will expand the reach of REG along the west coast, including production and distribution. We already sell into these markets as they have responded to the call for more clean, advanced biofuels through low carbon fuel standards. This will enable REG to be more efficient and timely in our delivery and improve our supply assurance. We look forward to working with Imperium’s experienced staff and plant employees, maintaining operational activities at Grays Harbor, and becoming active members of the community working with the Port of Grays Harbor and the cities of Hoquiam and Aberdeen.”
“REG’s growth over the last eight years has made them an industry leader and our biodiesel facility in Hoquiam will greatly expand their domestic production footprint and continued success.” said John Plaza, president and CEO of Imperium Renewables. “We hope our facility will help them continue to grow and diversify biofuel production and sales both locally and around the region.”
Umpqua Bank officials welcomed the deal. “We are very pleased to support REG in its acquisition of Imperium and growing their business here for the long-term future,” said Danielle Burd, Executive Vice President and Regional Manager at Umpqua Bank. “We had a great relationship with Imperium over the last several years and look forward to continuing that as a lender to REG Grays Harbor.”
Based in Ames, Iowa, REG is the leading North American producer and marketer of biomass-based diesel, with 10 active biorefineries across the US and a nationwide production, distribution and logistics system.
Seattle-based Imperium Renewables began developing proprietary technology and processes in the production of biodiesel in 2004. The Grays Harbor refinery began operation in August 2007 in Hoquiam, Wash. and is well positioned for advanced biofuel production, storage, and transport from southern California to western Canada. The fully-operational 100-million gallon nameplate capacity biorefinery will be renamed REG Grays Harbor, LLC. The facility includes 18 million gallons of storage capacity and a terminal that can accommodate feedstock intake and fuel delivery on deep-water PANAMAX class vessels as well as possessing significant rail and truck transport capability.
Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended, including statements regarding the completion of Imperium acquisition and the potential benefits of the transactions. These forward-looking statements are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to the satisfaction of closing conditions to the transaction; REG’s ability to integrate Imperium’s business with its own; whether REG Grays Harbor would be able to produce biodiesel profitably; changes or events affecting the business, financial condition or results of operations of either REG or Imperium prior to or following the closing of the transaction; and other risks and uncertainties described from time to time in REG's quarterly reports on Forms 10-Q for the period ended March 31, 2015, annual report on Form 10-K for the year ended December 31, 2014 and other periodic filings with the Securities and Exchange Commission.
All forward-looking statements are made as of the date of this press release and REG does not undertake to update any forward-looking statements based on new developments or changes in our expectations.