Mar 2024
Conyers is advising Nostromo Energy on an innovative transaction to take the company private and delist from the Tel Aviv Stock Exchange.
Under the terms of the transaction, all shareholders will be offered the opportunity to remain shareholders in the privatised company or sell their shares for cash. Shareholders electing to retain their shares will have an option to purchase one share from the selling shareholders for each share they hold, with the remaining cash-out of the public shareholders being funded by certain existing shareholders and other investors. The transaction will be implemented through an Israeli court approved arrangement and a BVI statutory merger.
The closing of the transaction is contingent upon a number of conditions, including approval by the Israeli court, holders of at least 60% of outstanding shares making an election to retain their shares, and approval by the Tel-Aviv Stock Exchange of the delisting.
Nostromo Energy is the developer of the IceBrick® system, a virtual power plant enabled thermal energy storage solution for commercial and industrial buildings. The system enables such buildings to become sustainable energy storage assets and reduce their energy costs and carbon emissions. The IceBrick® system uses ice to store energy when electricity prices are low and renewable energy is abundant, and later discharges the energy to avoid purchasing electricity that is both carbon intensive and expensive. In this way, Nostromo helps accelerate the renewable revolution and paves the way to a carbon free electric grid, while offering building owners a safe, clean and financially beneficial energy storage solution that can be retrofitted to existing commercial and industrial buildings. The IceBrick® system was recently installed in both the Beverly Hilton and the Waldorf Astoria Beverly Hills in California.
Partner Anton Goldstein together with Counsel Nicholas Kuria and Associate Nina Goodman of Conyers’ BVI office are advising on the transaction, working alongside Shibolet & Co. and PwC Israel.