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EDEN INNOVATIONS LTD — M&A Activity 2007
Apr 26, 2007
64820_rns_2007-04-26_ac43c1c5-cc39-4659-8323-6271af43cc26.pdf
M&A Activity
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ACN 109 200 900
Level 40, Exchange Plaza 2 The Esplanade, Perth, Western Australia, 6000 Telephone: (08) 9282 5889 Facsimile: (08) 9282 5866
Website: www.edenenergy.com.au
AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT
27 APRIL 2007
EDEN TAKES OVER HYRADIX, A LEADING US HYDROGEN TECHNOLOGY COMPANY
The directors of Eden Energy Ltd. ("Eden") are delighted to announce that Eden completed on 26 April 2007 the purchase of Chicago based HyRadix Inc. ("HyRadix"). HyRadix is a world leader in providing proven, on-site hydrogen generation systems and supply solutions. Through their proprietary technology, they are meeting the global demand for lower-cost hydrogen.
The HyRadix product portfolio includes:
- the Aptus® product which is easily applied in industrial applications including float glass production, oils hydrogenation, metals treating, and electronics,
- the Adéo® product for refueling hydrogen vehicles as well as vehicles using internal $\mathbf{z}^{(i)}$ combustion engines operating on hydrogen or Hythane®, and
- the Agilon product, which produces a hydrogen rich stream for PEM fuel cells. $\mathbb{Z}^{\mathbb{Z}}$
The initial HyRadix technology development dates back to 1998 under a leading provider of technology to the refining and petrochemical industries. Its history is as follows:
| 1998 | Work began investigating ways to meet growing demand for fuel supply |
|---|---|
| focusing on small-scale hydrogen generation |
- 1999 First pilot plant operation began and successfully demonstrated the potential Of the technology
- 2002 HyRadix was formed with the goal of developing and commercializing Hydrogen generation systems
- 2004 Pre-commercial Adéo H2 Generator begins operation at California-based SunLine Transit Agency for use in fueling the company's Hythane® fueled bus fleet
-
2005 HyRadix secured initial commercial sales for the Aptus® Industrial H2 Generator
-
2006 First 3 commercial hydrogen generators begin operation
- 2006 Partnership formed with a Paris-based leader in process development focusing on the production of hydrogen from renewable liquid fuels
The HyRadix team is comprised of world-class scientists and engineers with expertise in the fields of chemical and mechanical engineering, controls and process integration, and gas separations. Together this team, averaging over 15 years of industry experience each, has developed world leading hydrogen generation systems and equipment, which they market globally.
HyRadix currently has its on-site hydrogen generating systems operating with customers in USA (at the SunLine Transit Agency in California, where the Hythane® bus trial was conducted), China, and Malaysia for use in transport, oil hydrogenation and metal annealing. These hydrogen generation systems are ideally suited for integration with the Hythane® blender and other technology for on-site production and dispensing of Hythane®.
HyRadix, and its predecessor company, spent more than US\$40 million over the past 9 years developing its suite of strategic patents and products, all of which compliment perfectly the allied technologies and patents that Hythane Company, Eden's Colorado based subsidiary, has already developed.
This provides Eden with the immediate opportunity to supply a fully developed, complete Hythane® system which will now be marketed in India, US, China, Europe and elsewhere as an ultra-low emission, high efficiency blend of hydrogen and Natural Gas that is the ideal transitional fuel between the hydrocarbon economy and the future hydrogen economy.
Additionally, HyRadix has an on-going contract with a leading French petroleum industry research company, for HyRadix to develop new methods of hydrogen production from liquids such as ethanol and glycerin.
HyRadix has sales, distribution and service agreements with leading companies for central and Eastern Europe and Malaysia. It is also at an advanced stage of negotiations with another leading company for marketing its products in China, Brazil and India.
When added to the very significant marketing progress that Hythane Company has made in India, US and China, the Eden Group of companies is extremely well placed to be able to rapidly the marketing of its combined range of products around the world.
The material terms of the acquisition of HyRadix are as follows:
1 The consideration for the purchase of the shares in HyRadix will be the issue of one million fully paid ordinary in Eden, which will be subject to a 24 month escrow agreement, during which time these shares cannot be sold.
2 Eden committed to immediately inject approximately US\$525,000 additional working capital as an inter-group company loan and such further funds as may be necessary to discharge the other actual and contingent liabilities of HyRadix as presently exist, and which, after deducting the present cash reserves of HyRadix, amount to approximately
US\$ 985,000. The book value of the HyRadix assets, which does not include the value of the extensive intellectual property and technology portfolio, exceeds the total value of all the liabilities.
3 (i) As part of the arrangement, new employment agreements with all the staff of HyRadix have been negotiated, under which a total of 5.2 million options to acquire shares in Eden will be issued pursuant to the Eden Employees Share Option Plan and which will be divided amongst the 17 employees of HyRadix.
(ii) These options will be issued progressively over the next 3 years in four equal tranches, the first to be issued by 13 May 2007, and the remaining three tranches to be issued to the particular employees on 30th day of April in each of 2008, 2009 and 2010, conditional upon the ongoing employment of each employee.
(iii) The options to be issued under the first tranche will also only be exercisable by each employee if they are still employed by HyRadix on 1 August 2007.
(iv) All of these options will be exercisable for up to 3 years from the date each is issued at a price equal to the 5 day weighted average price on the ASX of the Eden shares over the 5 trading days prior to 30 April 2007.
The result of the acquisition of HyRadix, with its technology, products, customer and marketing base and personnel, is that the Eden Group, which also comprises US based Hythane Company Ile and Eden Cryogenics Ile, is perfectly placed to become a world leading hydrogen technology company with both a pre-eminent team of hydrogen experts and a world class package of technology, patents and know-how covering all aspects from production, storage and marketing of both pure hydrogen and Hythane®.
Further details of HyRadix and its products can be obtained from its website at www.HyRadix.com
Gregory H Solomon Executive Chairman
For further information, please refer to the Eden Energy Ltd website: www.edenenergy.com.au or contact
| Greg Solomon | Kevin Skinner |
|---|---|
| Executive Chairman | Field PR |
| +61 8 9282 5889 | $+61882349555$ |