SOURCE: Upower, Inc.

Upower, Inc.

October 08, 2013 13:03 ET

Upower, Inc. Announces Formation of Upower Honduras, Inc. and the Acquisition of Pacific Solar Energy, S.A. de CV and Produccion de Energia y Demas Renovables, S.A. CV

WEST PALM BEACH, FL--(Marketwired - Oct 8, 2013) - Upower, Inc. ("Upower"), an emerging independent power provider, announced today that on September 18, 2013 Upower entered into a shareholders' agreement with 3G Energy, Inc., a Delaware corporation ("3G Energy"). In contemplation of such shareholders' agreement, Upower and 3G Energy incorporated Upower Honduras, Inc. as a Delaware corporation ("Upower Honduras") and a majority-owned Upower subsidiary on August 16, 2013. Upower Honduras was formed to serve as a holding company for to-be-formed or to-be-acquired companies, which are planned to construct, supply and install power generation equipment for and operate new power generation facilities and/or operate, expand, engineer, refurbish and upgrade acquired existing facilities within the Republic of Honduras. 

Pursuant to the terms and conditions of the shareholders' agreement, Upower owns 80% and 3G Energy owns 20% of Upower Honduras, respectively. Upower and 3G Energy intend, during the term of the shareholders' agreement, that the business of Upower Honduras and each of its subsidiaries entail the operation and maintenance of certain power generation facilities located within the Republic of Honduras and pursuant to the planned power purchase agreements ("PPA(s)") obtained by or through Upower Honduras, and such other related activities as Upower Honduras may from time to time determine.

Enrico Marotta, Upower's President, stated, "We are very excited about partnering with 3G Energy. We believe such relationship will give us a high profile opportunity to participate in addressing the energy needs of the Republic of Honduras. Our planned technology solutions for the development of sustained, reliable, cost-effective electrical power generation systems are, we believe, just what is needed to complement the Honduran government's efforts currently underway."

The planned power generation projects in which Upower Honduras and its subsidiaries may be involved will require substantial equity and/or debt financing, of which no assurances of receipt are given, to meaningfully engage in and sustain their respective operations. The shareholders of Upower Honduras have agreed to use their best efforts to assist Upower Honduras in procuring such financing.

3G Energy is a privately owned company which was recently formed for the purpose of: (i) entering into the above-described shareholders' agreement and providing to Upower Honduras initial contract(s), memorandum(s) of understanding(s) ("MOU(s)"), land lease(s) and/or other information, contractual or not, which are intended to lead to Upower Honduras developing and operating power generation facilities within the Republic of Honduras; (ii) causing the acquisition of Produccion de Energia Y Demas Renovables, S.A. de C.V, a company incorporated under the laws of the Republic of Honduras ("PRODERSSA"), which is intended to be involved in the planned operation and maintenance of a power generation facility located within the Republic of Honduras pursuant to a PPA which may be obtained by or through Upower Honduras and such other related activities as PRODERSSA may from time to time determine; and (iii) causing the acquisition of Pacific Solar Energy, S.A., a company incorporated under the laws of the Republic of Honduras ("PSE"), which is intended to be involved in the planned operation and maintenance of a power generation facility located within the Republic of Honduras pursuant to a PPA which may be obtained by or through Upower Honduras and such other related activities PSE may from time to time determine.

David Macias, Chief Executive Officer of Upower, stated, "We are naturally very excited about formalizing our relationship with 3G Energy. Honduras is in critical need of lower cost and reliable electrical power. Together with 3G Energy, we plan to introduce our technology solutions for the development of sustained and cost-effective electric power generation, which can serve as a catalyst for more steady Honduran business and economic growth."

On September 18, 2013 Upower Honduras completed a stock purchase agreement with PRODERSSA and its shareholders, whereby Upower Honduras, Inc. acquired 4,950 shares of PRODERSSA's from its then three shareholders which constitute 99% of the issued and outstanding shares of PRODERSSA. Under Honduran law, a U.S. entity cannot own 100% of the issued and outstanding shares of a company incorporated under the laws of the Republic of Honduras. 

On September 24, 2013 Upower Honduras completed a stock purchase agreement with PSE and its shareholders, whereby Upower Honduras acquired 248 shares of PSE from its then two shareholders which constitute 99% of the issued and outstanding shares of PSE.

We continue to be involved in meetings and discussions as to other Honduran power generation projects, as well as with other off-shore jurisdictions for purposes of securing electric power generation contracts, and plan to issue press releases as new opportunities may present themselves.

Upower is an emerging independent power provider focusing on generating electricity by building or acquiring power plants globally, striving to maximize performance and returns for our shareholders, while remaining environmentally conscious.

Certain statements made by Upower, its subsidiaries and members of its management team on its behalf in this release and other periodic oral and written statements, regarding Upower's operating performance, events or developments that Upower believes or expects to occur in the future, including those that discuss anticipated financial results, strategies, goals, outlook or other non-historical matters, or which relate to future sales, earnings expectations, cost savings, growth of Upower or of the market for its products and services, or general belief in Upower's expectations of future operating results are forward-looking statements. All such forward-looking statements are subject to risks and uncertainties, including the need by Upower for substantial additional working capital to materially advance its business plan; no assurances that Upower will be able to secure such capital or the terms upon which such capital may be secured, if at all; technology and other challenges involved in the development and operation of Upower's planned products and services, including the performance of technology which may be utilized by Upower, compliance with local, regional and national power generation, environmental and related laws, and local, regional and national governmental cooperation; local, regional and national economic considerations, including residential and industrial energy demand; foreign currency effects; Upower's ability to protect its intellectual property; the ability to integrate acquisitions successfully and the risk that expected synergies may not be fully realized or may take longer to realize than expected; and competitors' product introductions, pricing and other competitive pressures, as well as other risk factors and uncertainties. Forward-looking statements included herein are made as of the date hereof, and Upower undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. Actual results could differ materially from anticipated results.

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