ForceField Energy Inc. announced the signing of a letter of intent ("LOI") to acquire American Lighting & Distribution ("ALD"), a commercial lighting manufacturer with over 20,000 installed customers and standing relationships with many of the major California utility companies, including Pacific Gas and Electric Company (PG&E), Southern California Edison (SCE), and San Diego Gas & Electric (SDG&E). Their customers include many prominent and recognizable companies including over 100 hotels, 300 schools, and over 200 auto dealerships. The closing of the transaction is expected to occur on or before May 1(st) 2014.
Consideration for the acquisition of ALD will include a combination of cash, stock and a secured promissory note. In addition, the transaction will include additional performance-based compensation payable only upon ALD achieving agreed revenue and performance milestones over the three years following closing. In order to secure the exclusive opportunity to purchase ALD by May 1, 2014, ForceField made a non-refundable good-faith payment of $100,000 to ALD, $50,000 of which shall be treated by the parties as an advance on the cash portion of the purchase consideration.
The closing of the transaction is subject to ForceField obtaining additional working capital financing and other customary closing conditions.
ALD INVESTMENT HIGHLIGHTS
-- Installed customer base of over 20,000 customers, most of whom present
opportunities for future repeat business as a consequence of LED lighting
advances, price reductions and new rebate programs.
-- 25 years of experience with a solid reputation in commercial lighting and
recognized leader in California rebate programs.
-- Deep long-standing relationships with major utilities give the company a
significant competitive advantage. ALD helps advise utilities on creation
and implementation of new rebate programs that encourage lighting
retrofits.
-- Industry leader in California, the country's most forward-thinking green
geography that provides a scalable platform and integration with
ForceField for national expansion.
-- Highly efficient business model with low fixed costs allows ALD to react
quickly to lucrative opportunities and to maximize cash flow.
-- Sales, marketing and in house installers team with a long track record of
success.
-- Proprietary sales software that demonstrates customer cost savings.
ALD is the leading energy-efficient commercial lighting specialist in California. ALD has successfully serviced thousands of satisfied clients since 1986 and has strong and long-standing relationships with many of the major California utility companies, including Pacific Gas and Electric Company (PG&E), Southern California Edison (SCE), and San Diego Gas & Electric (SDG&E) among other California utilities. ALD has performed over 2,500 installations over the past 3 years. Projects include a wide array of project types, including: schools, prisons, Qualcomm Stadium (home of the San Diego Chargers), large aerospace factories, office buildings, military bases, premier 4-Star hotels, shopping malls and local merchant/retail establishments, warehouse buildings, government buildings, and car dealerships, among other locations. Although operating primarily in California, ALD has completed projects in Nevada, Oregon, Washington, Arizona and Georgia. In addition, ALD is a preferred customer with all major lighting manufacturers, including GE, Philips, TCP, Sylvania, and many others.
"We believe joining forces with ForceField provides us with the additional talent, capital, and products to enable us to maximize our growth opportunities in our core California market and start immediate expansion throughout the United States," commented Neil Miller CEO of ALD. "We believe that an increased drive for an energy--efficient market through state of the art LED technology, new financing sources, and an aging infrastructure are all key drivers for sustainable and lucrative long-term growth. The timing for the deal is perfect -- as LED has now reached critical mass in the market place, with more and more applications making sense every day. We see tremendous opportunities for synergies between American Lighting and ForceField and our employees are eager to move forward with the change. We are anxious to grow our business in California and throughout the US market. California alone has committed $3.1 billion over the next 3-years to energy efficiency. Aging infrastructure and new technology, coupled with a vast and growing customer base, provide all the elements necessary for strong growth going forward."
"ALD is a perfect fit to ForceField's business and brings strong resources, expertise and track record with a diverse commercial and industrial client base; a business model that will be quickly leveraged throughout the United States," stated Richard St Julien, ForceField's Executive Chairman and President of its LED Division. "Combining the strengths of ALD with the recent acquisition of Catalyst and with our existing high profile multi-location clients, financial resources and product portfolio, we believe we can accelerate our combined growth and performance."