Sunergy Renewables, LLC entered into a definitive business combination agreement to acquire ESGEN Acquisition Corporation from ESGEN LLC and others for approximately $410 million in a reverse merger transaction.
Completion of the proposed transaction is subject to customary closing conditions including, but not limited to, the absence of any order, law or other legal restraint or prohibition enacted, issued or promulgated by any court of competent jurisdiction or other governmental entity of competent jurisdiction having the effect of making the Business Combination illegal or otherwise prohibiting the consummation of the Business Combination, the termination or expiration of any applicable waiting period applicable to the consummation of the Business Combination under the Hart-Scott-Rodino Act, the effectiveness of the Registration Statement on Form S-4 registering the ESGEN Class A Common Stock to be issued in connection with the agreement, receipt of the required approvals of ESGEN?s shareholders at a meeting of the shareholders (v) the ESGEN Class A Common Stock to be issued in connection with the business combination immediately after closing shall be listed on Nasdaq and ESGEN will be able to satisfy any continued listing requirements of Nasdaq immediately after closing, ESGEN having at least $5,000,001 of net tangible assets remaining immediately after any holders of the ESGEN Class A Ordinary Shares exercise their redemption rights, the members of the post-Business Combination ESGEN board of directors shall have been elected or appointed in accordance with the Business Combination Agreement, the Aggregate Transaction Proceeds shall be greater than or equal to $20 million and execution and delivery of closing deliveries including Registration Rights Agreement. The board of Directors of ESGEN and the board of managers of Sunergy have unanimously approved the transaction. ESGEN Board recommended the approval and adoption of the agreement by the shareholders of ESGEN. The business combination is expected to be completed during the fourth quarter of 2023.
Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, served as exclusive financial advisor and lead capital markets advisor to ESGEN Acquisition Corporation. Kevin Crews, Julian Seiguer, Matthew Turner, Mark Dundon, Bill Dong and Jack Shirley of Kirkland & Ellis LLP served as legal counsel to ESGEN Acquisition Corporation and Energy Spectrum. Craig T. Alcorn of Eversheds Sutherland (US) LLP and Matthew A. Gray of Ellenoff Grossman & Schole LLP served as legal counsel to Sunergy. Morrow Sodali LLC is acting as proxy solicitor for ESGEN Acquisition for a fee of $15,000. The transfer agent for the securities of ESGEN is Continental Stock Transfer & Trust Company.