Mira III Acquisition Corp.

April 01, 2014 12:00 ET

Mira III Acquisition Corp. Announces Merger Agreement with Wind Power Holdings, Inc. and Filing of Filing Statement in Respect of Qualifying Transaction

TORONTO, ONTARIO--(Marketwired - April 1, 2014) -


Mira III Acquisition Corp. ("Mira") (TSX VENTURE:MRQ.P) is pleased to announce that it has entered into a definitive agreement dated March 31, 2014 (the "Merger Agreement") with Wind Power Holdings, Inc. ("Wind Power") pursuant to which Mira's wholly-owned subsidiary, Mira Subco Inc. ("Mira Subco"), will merge with Wind Power (the "Merger") to complete Mira's qualifying transaction (the "Transaction") in accordance with the policies of the TSX Venture Exchange Inc. (the "TSXV"). The Merger is structured as a reverse triangular merger under the Delaware General Corporation Law as a result of which Wind Power will become a wholly-owned subsidiary of Mira at the time of the completion of the Merger. Subsequently, Wind Power will merge into Mira Subco LLC (a wholly-owned subsidiary of Mira) under Delaware law as part of an integrated transaction with the Merger. Upon completion of the Merger, Mira will be known as Northern Power Systems Corp. (the "Resulting Issuer"). Mira has received conditional approval from the Toronto Stock Exchange (the "TSX") to have the common shares of the Resulting Issuer listed for trading on the TSX under the symbol "NPS" following the Transaction, subject to the satisfaction of certain TSX conditions to listing. Mira anticipates closing the Transaction on or about April 15, 2014.

About Wind Power

Wind Power is a corporation existing under the laws of Delaware. Wind Power is a growing provider of advanced technology for the wind energy sector. Wind Power designs, manufactures and services next-generation permanent magnet direct-drive wind turbines for the distributed wind market, and licenses its existing and evolving utility-scale wind turbine platform to large manufacturers on a global basis. Wind Power also provides engineering and development services for a wide variety of energy applications, including microgrids, generators, power conversion systems, advanced drive-train development, and wind and marine turbine solutions. With origins dating back to 1974 and new turbine development starting in 1977, Wind Power has approximately 40 years of experience in developing wind turbines, as well as technology for other clean energy generation applications.

Wind Power's permanent magnet direct-drive wind turbine technology is based on a simplified architecture that utilizes a unique combination of a permanent magnet generator and direct-drive design. This approach uses fewer moving parts and delivers higher energy capture compared to traditional geared turbines, and provides increased reliability due to reduced maintenance and downtime costs.

Since the introduction of Wind Power's advanced technology turbines in late 2008, Wind Power has sold over 400 NPS 60 kW and NPS 100 kW distributed wind turbines, and shipped more than 300 of such units which have run for an aggregate of over 4 million hours. Wind Power has also manufactured and commissioned two prototype 2.3 MW utility-class wind turbines which have several years of cumulative successful operation experiencing availability in excess of 95%. Wind Power has successfully licensed its utility-class technology, on a non-exclusive basis, to a China-based company, China First Heavy Industries and has entered into a strategic partnership with a Brazilian-based company, WEG Equipamentos Elétricos S.A. ("WEG"). WEG has the exclusive right to manufacture and sell wind turbines based on Wind Power's 2.X MW utility-class platform design in Brazil and non-exclusive rights within the remainder of South America. Wind Power also has entered into an agreement to develop a 3.3 MW utility-class wind turbine for WEG.

Wind Power began its current operations in August 2008 as the result of the acquisition of the wind power business of an energy company in a bankruptcy reorganization. The acquired assets included technology and know-how for the design, manufacture, and marketing for a range of wind turbines from 60 kW to approximately 0.5 MW. Subsequent to the 2008 acquisition, Wind Power had invested more than US$100 million to develop, manufacture and license its utility-class turbine platform and to expand its distributed wind turbine business.

Wind Power has one wholly-owned subsidiary through which it currently conducts its business and intends to conduct its future business, being Northern Power Systems, Inc. ("Northern"). Northern, a Delaware corporation, was formed on July 14, 2008 to acquire the wind turbine business of Distributed Energy Systems Corporation. Northern also has two wholly owned subsidiaries, Northern Power Systems AG, a Switzerland corporation, and Northern Power Systems S.r.l., an Italian limited liability company.

There is currently no public market for the shares of Wind Power.

Summary of Financial Information for Wind Power

The following table sets forth selected historical financial information for Wind Power for the financial years ended 2012, 2011 and 2010 and the nine month period ended September 30, 2013. The financial information has been prepared in accordance with U.S. GAAP. Information for the financial years ended 2012, 2011 and 2010 has been audited.

Income Statement Data
(US$ in 000's)
Nine Months
September 30,

Year Ended

Year ended

Year Ended
Total Revenues 11,600 27,400 23,090 21,882
Loss From Operations (9,153 ) (9,657 ) (27,832 ) (46,312 )
Net Loss (9,259 ) (6,214 ) (22,848 ) (46,003 )
Cash Dividends Declared - - - -
Balance Sheet Data
(US$ in 000's)
As at
September 30,
As at
December 31,
As at
December 31,
As at
December 31,
Total Assets 24,957 20,026 31,573 54,516
Total Liabilities 31,764 15,780 22,885 21,682
Working Capital (Deficiency) (10,304 ) 3,592 8,583 21,299

Wind Power Financing

In connection with the Merger, Wind Power completed a private placement (the "Private Placement") of subscription receipts (the "Subscription Receipts") on March 17, 2014 for aggregate gross proceeds of CDN$24,500,000 at a price of CDN$4.00 per Subscription Receipt. Each Subscription Receipt will be convertible into one share of common stock of Wind Power (a "Wind Power Share"), after the consolidation of Wind Power Shares on the basis of one-post consolidated Wind Power Share for every 1.557612 pre-consolidated Wind Power Shares (the "Wind Power Consolidation") (and ultimately entitling the holder thereof to acquire one Resulting Issuer Voting Common Share (as such term is defined below)).

Beacon Securities Limited, Cormark Securities Inc. and Canaccord Genuity Corp. were the agents under the Private Placement (the "Agents"). The Agents received a cash commission equal to CDN$1,470,000 (the "Agents' Commission") together with 367,500 options (the "Agents' Compensation Options") entitling the Agents to subscribe for 367,500 Wind Power Shares. Each Agents' Compensation Option will be exercisable to purchase one Wind Power Share at the price of CDN$4.00 per share at any time on or prior to March 17, 2016.

The proceeds from the Private Placement (less certain expenses of the Agents in connection with the Private Placement) (the "Escrowed Proceeds") are presently being held in escrow until the satisfaction of certain escrow release conditions, including the confirmation that all conditions precedent to the Transaction, save for the release of the Escrowed Proceeds, have been satisfied.

The total funds available to the Resulting Issuer after giving effect to the Merger and Private Placement is estimated to be approximately US$25,058,000 which includes the following:

  1. the net proceeds from the Private Placement of US$19,919,000; and
  2. the net cash and cash equivalents of the Resulting Issuer of US$5,139,000 as at September 30, 2013.

The Resulting Issuer estimates a consolidated working capital of US$20,841,000 as at September 30, 2013 after giving effect to the Merger.

Principal Purposes of Funds

The funds available to the Resulting Issuer are expected to be used, principally, as follows:

Principal Use of Funds Amount (US$)
Transaction Expenses (1) $180,000
Sales Expansion $6,000,000
Product Development $7,000,000
Operational Cash Flow Needs > $3,000,000
Unallocated Working Capital / General Working Capital (2) $3,666,000
TOTAL $19,846,000
(1) Expenses include listing fees, printing and miscellaneous costs.
(2) Includes estimated general and administrative expenses in the amount of US$2,286,000 for a period of 18 months following the completion of the Merger.

The Resulting Issuer intends to spend the funds available to it as stated above. There may be circumstances, however, where for sound business reasons, a reallocation of funds may be necessary.

About the Transaction

Mira will hold an annual and special meeting of its shareholders on April 14, 2014, as it may be adjourned or postponed (the "Mira Meeting"), to approve, among other things, (i) the board of directors of the Resulting Issuer following the completion of the Merger; (ii) the appointment of Zeifmans LLP as auditors of the Resulting Issuer; (iii) the consolidation (the "Consolidation") of the issued and outstanding common shares of Mira (a "Mira Share") prior to the Merger on the basis of a range within (A) one post-Consolidation Mira Share for every thirty (30) Mira Shares and (B) one (1) post-Consolidation Mira Share for every forty (40) Mira Shares; (iv) the Resulting Issuer stock option and incentive plan to be effective on completion of the Merger; and (v) the creation of restricted voting common shares in the capital of the Resulting Issuer (the "Resulting Issuer Restricted Voting Common Shares"). It is currently anticipated that the Mira Shares will be consolidated on the basis of one post-Consolidation Mira Share for every 34.7826 outstanding Mira Shares pursuant to the Consolidation.

Details regarding the Mira Meeting are available in a management information circular dated March 17, 2014 that has been mailed to shareholders of Mira. In addition, Wind Power will hold a special stockholder meeting to approve the Merger and related matters.

Under the terms of the Merger Agreement, at the effective time of the Merger, among other things:

(a) The Resulting Issuer will issue to holders of Wind Power Shares, approximately 11,088,200 voting common shares in the capital of the Resulting Issuer ("Resulting Issuer Voting Common Shares") and approximately 11,261,742 Resulting Issuer Restricted Voting Common Shares.
(b) Each holder of an outstanding option to purchase Wind Power Shares (of which 2,838,819 are issued and outstanding as at the date hereof) (each, a "Wind Power Option") immediately before the completion of the Merger shall exchange each such Wind Power Option for one (1) common share purchase option in the Resulting Issuer (each, a "Resulting Issuer Option") with such Resulting Issuer Option having substantially the same terms as the Wind Power Option being exchanged.
(c) Each Agents' Compensation Option will be exchanged (on a post-Wind Power Consolidation basis) for economically equivalent compensation options of the Resulting Issuer.

The deemed issue price per Mira Share pursuant to the Transaction is C$0.115 per share on a pre-Consolidation basis (C$4.00 on a post-Consolidation basis assuming a Consolidation of one post-Consolidation Mira Share for every 34.7826 outstanding Mira Shares).

The completion of the Merger is conditional on obtaining all necessary regulatory and shareholder approvals in connection with the matters described above and other conditions customary for a transaction of this type.

Allen & Company LLC of New York, New York will, after giving effect to the Transaction, beneficially own, control or direct, directly or indirectly, approximately 1,199,161 Resulting Issuer Voting Common Shares and 3,200,215 Resulting Issuer Restricted Voting Shares, representing approximately 19.4% of the issued and outstanding Resulting Issuer Shares on a fully diluted basis. RockPort Capital Partners III, L.P. of Boston, Massachusetts will, after giving effect to the Transaction, beneficially own, control or direct, directly or indirectly, approximately 1,333,620 Resulting Issuer Voting Common Shares and 3,559,045 Resulting Issuer Restricted Voting Shares, representing approximately 21.5% of the issued and outstanding Resulting Issuer Shares on a fully diluted basis.

Arm's Length Transaction

The Transaction is not a non-arm's length transaction in accordance with the policies of the TSXV and is not subject to Mira shareholder approval.

Proposed Management and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer.

Troy C. Patton - President, Chief Executive Officer and Director

Troy C. Patton was named Wind Power's Chief Executive Officer in April 2012. He joined Wind Power in April of 2009 as President of the Utility Wind business. During that time, he led Wind Power's successful development of the NPS 2.3MW permanent magnet direct drive wind turbine. Mr. Patton has more than 20 years of experience in the power generation industry. Prior to joining Wind Power, he was Senior Vice President of engineering and products at Vestas Wind Systems. Before that role, Mr. Patton served in numerous technical and leadership roles at General Electric's (NYSE: GE) Gas Turbine and Wind Turbine businesses, and helped facilitate GE's integration of Enron's wind energy business in 2003. Earlier in his career, he served as a load dispatcher and engineer on a United States aircraft carrier and United States nuclear submarine, respectively. Mr. Patton received a Bachelor's Degree in Aerospace and Ocean Engineering from Virginia Tech and a Masters of Business Administration from Clemson University.

Ciel R. Caldwell - Chief Financial Officer

Ciel R. Caldwell was named Wind Power's Chief Financial Officer in February 2013. Ms. Caldwell joined Wind Power in February of 2011 as Vice President and Corporate Controller. From October 2008 to May 2010, she was the Vice President, Corporate Finance of Vistaprint, N.V. (NASDAQ:VPRT), an online marketing solutions retailer. Prior to that, Ms. Caldwell served in various senior financial leadership positions at 3Com Corporation, a global provider of enterprise networking and security solutions, from 2003 to October 2008, including Vice President and Assistant Controller, Senior Director Corporate Accounting, and Director of Investor Relations. Prior to 3Com, she held senior financial positions at Level 3 Communications, and began her career at PricewaterhouseCoopers. Ms. Caldwell is a CPA and earned her Bachelor of Science from Babson College with a major in Accounting.

Jonathan A. Lynch - Chief Technology Officer

Jonathan A. Lynch joined Wind Power in September 1980 and has taken an active role in all aspects of power system design including mechanical, electrical, and control subsystems, and has a strong knowledge of high reliability, hybrid power systems, distributed generation technology, and wind turbine design. Mr. Lynch has led the development of all aspects of Wind Power's current technology portfolio. He has directed numerous R&D programs funded by agencies such as National Renewable Energy Laboratory, National Science Foundation, and NASA. Prior to joining Wind Power, Mr. Lynch was employed as a design engineer at Carrier Corporation, modeling and designing high-performance refrigeration systems for transportation applications. Mr. Lynch graduated with honors from Stevens Institute of Technology with a Bachelor of Science, Mechanical Engineering degree.

Elliot J. Mark - Vice President, Secretary and General Counsel

Elliot J. Mark joined Wind Power in September 2010 as Vice President and General Counsel. Mr. Mark was named Secretary in August 2011. From May 2009 to February 2010, Mr. Mark served as General Counsel to Gomez, Inc., a website monitoring company. Prior to Gomez, Mr. Mark was Senior Vice President, General Counsel and Secretary at Salary.com, Inc. (NASDAQ:SLRY), a human capital management company, from October 2006 to January 2009. From September 2003 to September 2006, Mr. Mark was Senior Vice President and General Counsel of Viisage Technology, Inc. (NASDAQ:VISG), an identity technology company. Mr. Mark previously was General Counsel of eRoom Technology, Inc., and was Associate General Counsel of Arthur D. Little, Inc. and Molten Metal Technology, Inc. (NASDAQ:MLTN). Mr. Mark holds a Bachelor of Arts degree in Government from Wesleyan University and a Juris Doctor from the Georgetown University Law Center.

Marcus D. Baker - Director

Marcus D. Baker has been a member of the Wind Power Board since August 2008. He is also President of Baker Companies, Inc. and a limited partner or member of its related operating businesses including Baker Properties Limited Partnership, Baker Residential Limited Partnership and Baker Investments, LLC. The Baker Companies is a privately owned real estate development and investment organization specializing in industrial and multi-family properties, homebuilding, and certain non-real estate investments including both public and private investments in the energy and healthcare industries. Mr. Baker has been with The Baker Companies in various roles since 1984. Previously, he was an Assistant Banking Officer at Mellon Bank, NA. Mr. Baker graduated from Middlebury College in 1980.

Alexander Ellis III - Director

Alexander "Hap" Ellis III has been a member of the Wind Power Board since September 2008. Mr. Ellis has extensive operating experience in electric power and renewable energy. He is a General Partner of RockPort Capital Partners, a leading multi-stage venture capital firm that invests in the areas of alternative and traditional energy, mobility and sustainability. He has been a general partner in RockPort Capital Partners since its inception in 2000 and has primarily focused on renewables, electric grid technologies, advanced materials and transportation and emission control technologies. Prior to the formation of RockPort's first fund, he joined RockPort Partners, a merchant bank specializing in energy and environmental projects in 1998. In addition to Wind Power, Mr. Ellis serves on the boards of Clean Diesel Technologies, Inc. (Chairman) (NASDAQ:CDTI), Gazelle, Inc., and Old Westbury Funds, Inc., as well as the George H.W. Bush Foundation and Cornell Laboratory of Ornithology. In addition, he represented RockPort on the board of Comverge, Inc. (NASDAQ:COMV) from October 2004 to August 2007 and Eka Systems, now a part of Eaton Corporation (NYSE:ETN), from May 2007 to April 2010. Mr. Ellis received a BA degree from Colorado College and an MBA from the Yale School of Management.

Richard Hokin - Director

Richard Hokin has been a member of the Wind Power Board since August 2008. He has served as a director of Intermountain Industries, an oil and gas exploration company, since 1982, and has served as Chairman of Intermountain's board and of each of its subsidiaries since 1984. Mr. Hokin is Managing Director of Century America, LLC, a privately owned holding company. He has served as a director of the Pacific Coast Gas Association.

William F. Leimkuhler - Chairman and Director

William F. Leimkuhler joined the Wind Power Board in November 2013, and was appointed Chairman in December 2013. He has been General Counsel and Director of Business Development of Paice LLC, a privately held developer of hybrid electric powertrains, since 1999. Mr. Leimkuhler also advises a number of technology based companies on business, financial and legal matters. From 1994 through 1999, he held various positions with Allen & Company LLC, a New York investment banking firm, initially serving as the firm's General Counsel. Prior to that, Mr. Leimkuhler was a corporate partner with the New York law firm of Werbel & Carnelutti. Mr. Leimkuhler is a director of Argan, Inc. (NYSE MKT:AGX) and U.S. Neurosurgical, Inc. (OTCBB:USNU). He served as a director of Integral Systems, Inc. (NASDAQ:ISYS) and Speedus Corp. (NASDAQ:SPDE) for over five years until 2011. Mr. Leimkuhler received Bachelor of Science, Master of Science and Civil Engineering degrees from the Massachusetts Institute of Technology and a Juris Doctor degree from New York University.

John Simon - Director

John Simon, Ph.D. has been a director of Wind Power since August 2008, and served as Chairman of the Wind Power Board from that date to December 2013. Mr. Simon is a Managing Director of the investment banking firm, Allen & Company LLC, where he has been employed for over 25 years. He has been a member of the board of directors of Cardica, Inc. (NASDAQ:CRDC), a cardiac surgical device manufacturer, since 2001, and continues to serve on the boards of several privately held companies. He was a member of the board of directors for Neurogen Corporation (NASDAQ:NRGN), a biopharmaceutical company, from 1993 to December 2009. Mr. Simon holds a B.S. degree in Chemistry from The College of William & Mary, a Ph.D. degree in Chemical Engineering from Rice University, and both an M.B.A. degree in finance and a J.D. degree from Columbia University.

Kevin Taylor - Director

Kevin Taylor has been a director of Mira since the date of incorporation, being February 14, 2012. From June 2007 to November 2011, Mr. Taylor was a director of RAP Acquisition Corp. (formerly Rapid Brands Inc. and previously RDS Acquisition Corp.) and from February 2007 served as a Director of Rapid Refill Ink International Corp. (the predecessor of RAP Acquisition Corp.). Mr. Taylor is the President and CEO of Prism Equity Group, a newly funded venture focused on new opportunities in the Telecom and Renewable Energy space in the Caribbean. Since January 2009, Mr. Taylor has been the President of Facey Telecom, a wholly owned subsidiary of Facey Commodity Company which is a multi-billion dollar conglomerate operating in the Caribbean and South America. From July 2006 to June 2008, Mr. Taylor was the Vice President and General Manager of the carrier business of Nortel in the Caribbean and Latin American region. From October 2002 to July 2006, Mr. Taylor served as the Vice President of Nortel's wireless business in the Caribbean and Latin American region. From December 2000 to October 2002, Mr. Taylor served as Nortel's Director of Marketing for the Americas. Mr. Taylor completed The General Managers Program at the Harvard Business School in 2001 and received a Bachelor of Engineering - Science degree from the University of Western Ontario in 1994.

Robert Lentz - Director

Robert Lentz joined the Wind Power Board in March 2014. Since July 2012, Mr. Lentz has been employed by Northeastern University as an Adjunct Professor and the Entrepreneur in Residence for the Center for Entrepreneurship Education. Mr. Lentz served as an independent consultant from March 2009 to June 2012; as the interim Chief Executive Officer of Digital Reef, Inc., a provider of data management platforms, from July 2009 until March 2011 and from January 2012 to June 2012 he served as the interim Chief Executive Officer of the Managed Analytics Business of Deloitte Consulting. Prior to that, he served as President and Chief Executive Officer of Permission TV, Inc., an online video platform provider from September 2006 to March 2010. From September 2003 to September 2006, he was the Senior Vice President of Operations and Chief Financial Officer of OATSystems, Inc., a provider of radio-frequency identification (RFID) software for supply chain management systems, which was acquired by Checkpoint Software Technologies Ltd. Prior to that, he was Senior Vice President, Operations and Chief Financial Officer of eRoom Technology, a supplier of web-based collaborative workspace solutions, which was acquired by Documentum, Inc. Mr. Lentz has served as a member of the board of directors of Monotype Imaging, Inc. (NASDAQ:TYPE), a provider of typefaces and technology for creative applications and consumer devices, since August 2008. Mr. Lentz was a certified public accountant and holds a bachelor's degree from Northeastern University in business administration and a master's degree from Babson College in business administration.

Filing Statement

In connection with the Transaction and pursuant to TSXV requirements, Mira has filed a filing statement dated March 31, 2014 (the "Filing Statement") on SEDAR (www.sedar.com). The Filing Statement contains details regarding the Transaction, the Merger, the Private Placement, Mira, Wind Power and the Resulting Issuer.


Wind Power has engaged Beacon Securities Limited as its sponsor (the "Sponsor") in connection with the listing of the common shares of the Resulting Issuer on the TSX.

The information contained or referred to in this press release relating to Wind Power has been furnished by Wind Power. Although Mira has no knowledge that would indicate that any statement contained herein concerning Wind Power is untrue or incomplete, neither Mira nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information.

Completion of the Transaction is subject to a number of conditions including, but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

The Sponsor, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.


Notice regarding forward-looking statements:

This release includes forward-looking statements regarding Mira, Wind Power, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction are intended to be completed, the use of the net proceeds from the Private Placement, the ability to obtain regulatory and shareholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the wind power industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although Mira and Wind Power have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Mira and Wind Power undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Mira is a capital pool company governed by the policies of the TSXV. The principal business of Mira is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

Contact Information

  • Mira III Acquisition Corp.
    Ronald D. Schmeichel
    President and Secretary
    +1 416-972-6294

    Wind Power Holdings, Inc.
    Ciel Caldwell
    Chief Financial Officer
    +1 857-209-3606