Catalytica Energy Systems Completes Acquisition of SCR-Tech
2004年2月23日 - 10:30PM
PRニュース・ワイアー (英語)
Catalytica Energy Systems Completes Acquisition of SCR-Tech
GILBERT, Ariz., Feb. 23 /PRNewswire-FirstCall/ -- Catalytica Energy
Systems, Inc. , a leading provider of innovative emissions
solutions for combustion-related applications in the power
generation and transportation industries, announced today that it
has completed its acquisition of SCR-Tech LLC. Based in Charlotte,
North Carolina, SCR-Tech is the North American leader in SCR
catalyst regeneration technologies and management services for
selective catalytic reduction (SCR) systems. SCR-Tech provides
proprietary cleaning, rejuvenation and regeneration services for
SCR catalyst used by coal-fired plants and other power generating
facilities to reduce nitrogen oxides (NOx) emissions. In addition,
SCR-Tech offers SCR system management and consulting services
relating to system design, efficiency optimization, O&M cost
reduction, catalyst specification and performance testing.
SCR-Tech's customer base includes some of the largest utilities and
independent power producers in the U.S. The addition of SCR-Tech
strategically broadens and diversifies Catalytica Energy Systems'
product and service offerings to the growing emissions control
market for coal-fired power plants and other utility-scale power
generating facilities. In addition to offering an excellent
technological fit that aligns well with the Company's core chemical
engineering, materials and catalyst capabilities, the combination
represents a significant step forward in Catalytica Energy Systems'
continued efforts to expand its business in new and growing markets
and strengthen its position as a premier provider of innovative NOx
solutions. Founded in 2001, SCR-Tech commenced commercial
operations in its U.S. regeneration facility in March 2003 and
completed orders in 2003 totaling approximately $3.0 million. In
addition to contributing to increased sales for the combined
companies, the SCR-Tech business unit is expected to generate top
line growth and positive cash flow from operations this year. Mike
Murry, president and CEO of Catalytica Energy Systems, said, "We
are excited to have completed this transaction. We view the
acquisition of SCR-Tech as an important strategic move that
immediately expands our portfolio of commercial products and
services, accelerates our penetration of the NOx control
marketplace and strengthens our revenue base. We firmly believe
that this combination creates a solid foundation for future growth
and strengthens our ability tocontinue pursuing our development and
commercialization efforts in other areas of our business, while
also targeting additional business opportunities in the area of NOx
control." The final terms of the transaction, originally announced
on February 5,2004, resulted in Catalytica Energy Systems making an
initial cash payment of $3.5 million. In addition, the Company will
make a subsequent cash payment in mid-2004 of $0.5 million.
Catalytica Energy Systems will also make deferred payments of
approximately $7.5 million over a 10 to 15-year period beginning in
2005, including contingent payments relating to the acquisition of
intellectual property and exclusive NAFTA ownership of patents. In
addition, earn-out payments may be due between 2005 and 2009,
contingent upon cash flow generation in excess of established
targets. About SCR-Tech Through its proprietary cleaning,
rejuvenation and regeneration processes, SCR-Tech is able to
restore original catalytic activity, greatly extending the useful
life of installed SCR catalyst. Catalyst regeneration provides SCR
operators a significantly lower cost alternative to catalyst
replacement and virtually eliminates the need to dispose of
deactivated catalysts, which can be considered a hazardous waste.
SCR-Tech is the only company in North America currently operating a
commercial catalyst regeneration facility and offering catalyst
regeneration in addition to cleaning and rejuvenation. In addition,
SCR-Tech has several patents granted or filed related to these
technologies. SCR-Tech's roots go back to the mid-90's when one of
the founders of SCR-Tech, ENVICA GmbH, created a method for
cleaning, rejuvenating and regenerating SCR catalyst in Germany.
Meanwhile, EnBW, Germany's third largest energy company and one of
SCR-Tech's former owners, was independently developing an
innovative in-situ cleaning and rejuvenation process. In 1997,
ENVICA in partnership with one of Germany's largest utilities,
Hamburgische Electricitatswerke AG (HEW), began developing an
off-site regeneration process based on ENVICA's core technology,
which not only physically cleans but also chemically regenerates
SCR catalyst. The successful test results achieved with this
process led to the decision to jointly market SCR catalyst
regeneration services to other SCR plant operators in Germany and
the construction of the world's first full-scale commercial SCR
catalyst regenerating facility. This process is marketed in Germany
by ENVICA under the ENVICA Kat name. Both HEW and EnBW continue to
use ENVICA's regeneration processes in their coal-fired plants
throughout Germany. In March 2001, ENVICA and Energy &
Environmental Consultants GmbH (E&EC), a German consulting
company, formed SCR-Tech GmbH in Germany for marketing the
regeneration process worldwide. SCR-Tech GmbH then formed SCR-Tech
LLC in May 2001 for marketing this process in North America. In
March 2002, EnBW Energy Solutions GmbH became a shareholder of
SCR-Tech GmbH together with the two founders ENVICA and E&EC.
EnBW Energy Solutions granted an exclusive license to SCR-Tech for
its proprietary and patented in-situ cleaning process that it had
independently developed in 1995. For the past six years, these
technologies have been successfully applied commercially throughout
Germany by SCR-Tech's founding owners, leading to the creation of
SCR-Tech LLC in the U.S. in 2001 to begin marketing the technology
in NAFTA. SCR-Tech subsequently initiated commercial operations in
its Charlotte regeneration facility in early 2003. About Catalytica
Energy Systems Catalytica Energy Systems is a leading provider of
innovative emissions solutions for combustion-related applications
in the power generation and transportation industries. The Company
designs, develops, manufactures and services advanced products with
a focus on offering cost-effective solutions for reducing nitrogen
oxides (NOx) emissions. Its proprietary technologies include the
application of catalysts to combustion systems and next-generation
fuel processors to provide solutions that mitigate the
environmental impact of power generation and transportation
systems. Through its SCR-Tech subsidiary (http://www.scr-tech.us/),
the Company now also offers catalyst regeneration services to
industries that use selective catalytic reduction (SCR) systems to
reduce NOx emissions. SCR-Tech provides catalyst regeneration
services by means of two proprietary and patented processes that
can restore used catalyst to its original activity level for
significantly less cost than purchasing new catalyst. The Company
also provides SCR system management services including ammonia
injection grid (AIG) tuning to optimize efficiency and reduce
overall operations and maintenance (O&M) costs, and consulting
services related to the design of SCR systems, including catalyst
specification, selection and initial performance testing for
guarantee verification. Find Catalytica Energy Systems on the
Worldwide Web at http://www.catalyticaenergy.com/. This news
release contains forward-looking statements regarding the ability
of Catalytica Energy Systems to successfully integrate the SCR-Tech
business; the ability of SCR-Tech to contribute to an increase in
sales revenues and generate top line growth and positive cash flow
from operations this year; projections for future financial and
operating results associated with the combined companies; market
projections for SCR-Tech's business; the growth in market
acceptance of and market demand for the combined companies'
products & services; SCR-Tech's ability to expand its customer
base for its regeneration services; the combined companies' growth
prospects; and the competitive position of SCR-Tech in the
marketplace. These statements are subject to risks and
uncertainties that could cause actual results and events to differ
materially from those expressed in the forward-looking statements.
These risks and uncertainties include, among others: that
Catalytica Energy Systems may not be able to accurately predict
future financial performance; possible fluctuations in economic
conditions affecting the markets for the combined companies'
products & services; the risk that a market may not develop or
be maintained for the combined companies' products & services;
changes in the environmental requirements for NOx emissions; that
marketing, project development and installation timelines and
regulatory review outcomes are uncertain; that there may be
unanticipated technical, commercial or other setbacks related to
the combined companies' products & services; that the combined
companies may not be able to maintain current or develop future
customers or strategic relationships for its products &
services; the risk that Catalytica Energy Systems and SCR Tech's
businesses will not be integrated successfully; costs related to
the transaction and the integration of SCR-Tech's business; the
risk that Catalytica Energy Systems will be unable to retain key
SCR-Tech employees, the failure by the combined companies to
develop, manufacture, market and deliver products & services
within currently estimated timeframes and budgets; expanded risks
to Catalytica Energy Systems as a result of the acquisition of the
business of SCR-Tech, including significant potential
environmental, intellectual property, regulatory, business,
financial and liability considerations; and the other risks set
forth in the Catalytica Energy Systems' Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 31, 2003
and any filings made with the Securities and Exchange Commission
upon consummation of the SCR-Tech transaction. Catalytica Energy
Systems undertakes no obligation to update any forward-looking
statements to reflect new information, events, or circumstances
occurring after the date of this release. Editor's Note: Xonon and
Xonon Cool Combustion are registered trademarks of Catalytica
Energy Systems, Inc., Gilbert, AZ, USA CONTACT: Megan Meloni
Investor Relations (650) 940-6253 DATASOURCE: Catalytica Energy
Systems, Inc. CONTACT: Megan Meloni, Investor Relations of
Catalytica Energy Systems, Inc., +1-650-940-6253 Web site:
http://www.catalyticaenergy.com/ http://www.scr-tech.us/
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