New York (Sharewellnewswire.com) September 5, 2012 -- Newco Energy Acquisition Holdings LLC (“NEAH Energy”), an energy-related asset and services acquisition firm, today made an all share exchange offer to acquire ThermoEnergy Corporation (“ThermoEnergy”).
The NEAH offer provides current ThermoEnergy shareholders the equivalent of one half share (“1/2 share”) of NEAH Energy Holdings, Inc. (“NEAH Holdings”), a wholly owned affiliate of NEAH Energy for each fully diluted and converted share of ThermoEnergy. NEAH Energy intends to reverse merge NEAH Holdings into the current ThermoEnergy public shell and rename the surviving company “NEAH Holdings”.
The NEAH Energy offer is compelling, allows ThermoEnergy shareholders the opportunity to participate in a much broader institutional business platform which will create a meaningful public stock over time and allow shareholders to potentially realize a significant return on capital invested.
ThermoEnergy is technically insolvent based upon public filings and has significant going concern challenges, thus an all share exchange offer has been deemed most appropriate value for current shareholders and future growth potential.
NEAH Energy will deliver significant access to institutional capital, deep global energy industry relationships and significant new business and revenue opportunities. NEAH Holdings will be governed by a newly formed Board of Directors and Management team comprised of global senior energy industry executives. NEAH Energy will appoint the Executive Chairman and Chief Financial Officer for NEAH Holdings.
NEAH Energy intends to spin off to current ThermoEnergy shareholders additional value in the form of the entire Pressurized Oxy-Combustion (“POXC”) technology and business activities via a share distribution plan, which will result in POXC being owned entirely by ThermoEnergy shareholders independently from NEAH Holdings.
Current ThermoEnergy executives, operations staff and wastewater recovery assets will be incorporated into Water Consolidated Holdings, L.P. ("WaterCo"), a NEAH Holdings subsidiary. NEAH Holdings will own the General Partner and Limited Partner interests in WaterCo.
Merriman Capital has been selected as the financial advisor to NEAH Holdings and WaterCo and will be responsible for arranging capital, assisting with target acquisitions and other key corporate finance matters.
About NEAH Energy:
NEAH Energy is an acquisition company formed to acquire energy and energy-related assets and companies. NEAH focuses its interest in deep value, asset-backed investments in distressed, non-core, and niche-based energy assets, with an emphasis on solid cash flows, capital preservation and prudent risk management.