TORONTO, ONTARIO and STORRS, CONNECTICUT -- (Marketwire) -- 12/14/12 -- OPEL Technologies Inc. (TSX VENTURE: OPL)(OTCQX: OPELF) ("OPEL" or "the Company") today announced that it and its affiliate OPEL Solar, Inc. ("Solar") have entered into a definitive agreement (the "Agreement") with Northern States Metals through its subsidiary, Tracker Acquisition, Inc.(the "Purchaser") to sell the non-cash assets of Solar used in connection with the operation of Solar's single axis solar power tracker business (the "Business"). The purchased assets do not include any asset of Solar that is not used in, or does not otherwise relate to, the Business and certain other non-core assets.
The aggregate purchase price is One Million Dollars (US$1,000,000), subject to adjustment for any outstanding indebtedness of Solar related to the Business or variance in the stated inventory.
The Purchaser is not responsible for any liabilities of Solar or the Business of any kind or nature whatsoever arising prior to the closing of the Agreement. Solar is required to retain all maintenance and warranty obligations of the Business.
The TSX Venture Exchange has given its conditional acceptance to this transaction, subject to certain conditions.
OPEL and Solar and each of Peter Copetti and Leon Pierhal have signed non-competition and non-solicitation agreements with the Purchaser and the Agreement provides for standard indemnifications in the event of breach of representations and warranties.
No brokerage or finder's fees or commissions were paid in connection with the Agreement and each party paid its own transaction expenses in connection with the Agreement.
Peter Copetti, executive board member and chair of special committee established by the Board of Directors to diversify out of solar, stated that "Once again OPEL and its team have delivered on what we have promised shareholders since we refocused the Company beginning in June 2012 and this deal, which is the culmination of a complete change in the financial outlook for the Company, is a testament to the focus and execution that has been the hallmark of OPEL in the short time span since we began the task of restoring the Company to fiscal health."
In the space of six months, we are extremely pleased to have reported the following achievements:
-- The balance sheet continues to improve.-- The Company has continued to advance toward a pure business play focused on the development of the POET technology.-- The Company has restructured over $3.0 million in debt and has raised over $5.0 million in financing in difficult times.-- Most importantly, as announced on December 4, 2012, its ODIS division has successfully produced an integrated laser device, thereby achieving a key milestone in its Planar Optoelectronic Technology ("POET") process that enables high-performance devices fusing optical and electronic devices together on a single chip. OPEL believes that this development is an industry changing first.-- OPEL has paid US$150,000 to TCA Global Credit Master Fund, LP ("TCA") in return for 500,000 common shares of OPEL to be returned to Treasury for cancellation. The shares were previously issued to TCA as security for US$150,000 in investment banking fees owing to TCA for arranging the secured line of credit which has now been repaid in full and discharged along with the assets of the Company which had secured the line of credit.