- Vast Solar Pty Ltd. (“Vast” or the “Company”) has entered into
a Business Combination Agreement with Nabors Energy Transition
Corp. (“NETC”). The combined entity will be named Vast and is
expected to be listed on the New York Stock Exchange (NYSE) under
the ticker symbol “VSTE”, while remaining headquartered in
Australia.
- Vast has developed a proprietary next-generation CSP system
that provides clean, dispatchable renewable energy for
utility-scale power, industrial heat and clean fuel production
applications.
- Vast’s technology is designed to overcome the manufacturability
and reliability issues that slowed the adoption of conventional CSP
technology and deliver a levelized cost of energy that is
competitive with, or superior to, solar PV plus storage.
- The Company’s CSP system uses a distributed modular tower
design and a sodium heat transfer loop to gather energy from the
sun, which is then stored in molten salt for later dispatch as
either power or heat. Sodium is a superior thermal conductor which
is key to enabling Vast’s modular tower design, and the modular
design delivers improved performance, lower cost and reduced risk
relative to previous generations of CSP technology.
- To validate its technology, Vast constructed and operated from
2018 to 2020 a grid-connected 1.1 MW demonstration facility in
Forbes, Australia.
- Vast’s business model is to develop CSP projects using the
Company’s technology, supply the equipment required to construct
those projects, and provide EPC and O&M services to those
projects during and after construction.
- The Company is currently developing 230MW of projects,
including a 30 MW grid-connected facility in Port Augusta,
Australia that is expected to become operational in 2025, and a 20
ton per day solar methanol facility that will be co-located with
and partially powered by the 30MW plant. Vast also has a multi-GW
global pipeline of potential CSP projects.
- The IEA forecasts deployments of up to 430 GW of new CSP
capacity globally by 2050 for on-grid applications alone.
Furthermore, CSP deployment for other applications could reach more
than a terawatt by 20501.
- NETC is an affiliate of Nabors Industries Ltd. (“Nabors”)
(NYSE: NBR), and this transaction underscores Nabors’ commitment to
the energy transition, extending its existing work on internal
technology development and venture investments in clean, baseload
and scalable energy technologies.
- The transaction is expected to provide gross proceeds of up to
USD $351 million to Vast, comprised of up to USD $286 million from
NETC’s trust account (before giving effect to potential
redemptions), USD $15 million from each of Nabors and Vast’s
existing owner (“AgCentral Energy”) to be funded in a combination
of a pre-closing convertible note financing and a private placement
of ordinary shares of Vast at closing, and a targeted minimum of
USD $35 million of capital from third-party investors.
- Vast intends to use the proceeds from the transaction to fund
project development activities in target markets, equity
investments in CSP projects, deployment of manufacturing
facilities, continued investment in research and development, pay
fees and expenses related to the transaction, and for general
corporate purposes.
- AgCentral Energy and the Company’s management will roll 100% of
their interests in Vast into the combined company.
- The implied equity value of the combined company will be
between approximately USD $305 million and USD $586 million
depending on the level of redemptions. The transaction is expected
to be completed during the second or third quarters of 2023.
Vast Solar Pty Ltd, a renewable energy company specializing in
concentrated solar power (CSP) energy systems that generate
zero-carbon, utility-scale electricity and industrial heat, and
Nabors Energy Transition Corp. (NYSE: NETCU, NETC, NETCW) today
announced a definitive agreement for a business combination (the
“Transaction” or the “Business Combination”) that would result in
Vast becoming a publicly-listed company on the NYSE under the
ticker symbol “VSTE”.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230214005416/en/
Vast’s 1.1 MW CSP Demonstration Plant in
Forbes, Australia was in operation for a 32-month period (Photo:
Business Wire)
World-Leading Innovator in Concentrated Solar Power
Founded in Australia in 2009, Vast’s proprietary CSP system uses
a modular tower design and a unique sodium loop for heat transfer
to efficiently capture and store solar heat for conversion into
clean and renewable electricity and heat. The Company’s system is
designed to deliver greater efficiency, simplified permitting,
faster construction and more reliable operations when compared to
conventional central tower CSP plants.
“Vast’s CSP technology collects and stores the sun’s energy
during the day for delivery at any time, making around-the-clock,
clean power a reality,” said Craig Wood, Chief Executive Officer of
Vast. “While the cost of wind and PV solar have declined
significantly, their intermittency remains a key challenge that can
only be addressed with storage. By providing clean, renewable
energy with low-cost, long-duration storage, our CSP system can be
incorporated as dispatchable generation in a way that is not
possible using PV solar or wind with batteries. We are excited to
partner with NETC to accelerate the deployment of our technology
globally.”
“Vast has the potential to deliver low-cost, clean, renewable
and dispatchable power and heat, a combination that no other
technology has yet been able to achieve,” said Anthony Petrello,
President and CEO of NETC and Chairman, President and CEO of
Nabors. “With our global footprint, technology and operations
expertise, Nabors looks forward to supporting Vast and helping to
extend the leadership role Vast has established in the CSP space.
We believe the transaction will accelerate the deployment of Vast’s
technology, while furthering Nabors’ commitment to 'Energy Without
Compromise' and support of companies on the cutting edge of
advanced energy technology.”
Concentrated Solar Power Market
As the world transitions towards clean energy solutions, the
total addressable market for CSP is poised to grow rapidly, with
the International Energy Agency projecting new CSP deployments of
up to 430 gigawatts by 2050 for on-grid applications alone1.
Further CSP deployment for off-grid baseload-seeking projects,
process heat applications, and as the energy input for green fuel
production could reach more than a terawatt by 20502. Vast is
uniquely positioned to seize opportunities that are in the market
right now, as well as those that will develop as the market for CSP
grows over the coming decades.
Vast Next-Generation CSP Technology
Vast’s proprietary CSP technology reflects and concentrates the
sun’s rays onto solar receivers that capture the sun’s energy as
heat in sodium, then transfer the heat to molten salt for high
density storage. The stored heat can then be used to generate
dispatchable clean power at night by generating steam for a
turbine, produce heat directly for industrial purposes, or to
deliver a mix of power and heat for the efficient production of
green fuels such as green hydrogen, green methanol, sustainable
aviation fuels, among others.
Vast’s CSP technology offers several advantages over
conventional CSP technologies, including:
- Sodium Loop for Heat Transfer – use of sodium as the
heat transfer fluid unlocks Vast’s modular tower design, enables
superior thermal process control, and avoids the need to empty out
and restart the solar receivers on a daily basis due to the risk of
the molten salt freezing, as is the case with central tower
technology. When compared to parabolic trough systems, sodium’s
higher operating temperature relative to mineral oil delivers more
efficient power cycles, and hence cheaper energy.
- Modularity – modular systems make better use of the
heliostats (mirrors), achieving a 10-20% efficiency gain versus
central tower designs, and they remove the single-point-of-failure
risk inherent in central tower technology. Additionally, each
module’s towers are smaller and less complex making them easier to
permit, build, operate and maintain.
Vast’s technology was field validated and proven at the
Company’s Forbes, Australia demonstration plant. The 1.1 MW
facility successfully synchronized with the grid in 2018 and
operated for nearly three years.
Commercial Project Pipeline
The Business Combination will provide Vast with capital to
progress its multi-GW pipeline of projects, including four projects
in various stages of development:
- VS1 Port Augusta – Funded by up to AUD $110 million in
concessional financing from the Australian Government, and up to
AUD $65 million non-dilutive grant from the Australian Renewable
Energy Agency (ARENA), Vast is developing a 30 MW/288MWh CSP
reference plant in Port Augusta, Australia. Utilizing CSP v3.0
technology, the facility will produce dispatchable renewable
electricity on demand for 8 hours overnight.
- SM1 Port Augusta – The SM1 plant, a world-first green
methanol commercial demonstration plant that is designed to produce
20 tons per day of solar methanol, will be fueled in part by the
heat and electricity produced by the co-located VS1 Port Augusta
reference plant. SM1 is being funded in part by the
German-Australian Hydrogen Innovation and Technology Incubator, or
HyGATE, via an approximately AUD $40 million non-dilutive
grant.
- VS2 Mount Isa – The 50 MW North West Queensland Hybrid
Power Project will combine a solar PV system for daytime power
generation, CSP storage for night-time supply, and large-scale
batteries and gas turbines for grid firming.
- VS3 Port Augusta – Permitting is already in place for an
expected 150MW CSP plant that will be built on the same site as VS1
and SM1 following successful completion of those projects.
Alignment with Nabors’ Energy Transition Commitment
The Business Combination with Vast demonstrates the commitment
that Nabors has made over the past several years to utilize its
resources to support the energy transition and reduce carbon
footprints globally. Since making this commitment to “Energy
Without Compromise”, Nabors has utilized a three-pronged approach,
pursuing internal technology development to decarbonize its
operations and those of its customers, creating an ecosystem of
venture investments in early stage advanced technology companies,
and now lending support to Vast’s clean energy mission through the
Business Combination with Nabors Energy Transition Corp.
“This transaction lies at the center of what we have been
carefully creating and curating at Nabors over the past few years
through investing in clean, baseload, scalable energy technologies”
said Guillermo Sierra, VP of Energy Transition for NETC and VP of
Strategic Initiatives for Nabors. “This transaction should allow
Vast’s proprietary CSP technology to be scaled and accelerated by
leveraging our global energy technology and operational platform.
We believe that Vast will play a key role in solving the storage
and dispatch challenges faced by renewable energy and in
facilitating the transition to green fuels by providing clean
process heat.”
Transaction Overview
Subject to certain conditions, affiliates of Nabors and
AgCentral Energy each committed up to $15 million of capital in a
combination of a pre-closing convertible note financing and a
private placement of ordinary shares of Vast at closing. The
Company is targeting a minimum of USD 35 million of additional
capital from other third-party investors.
At closing, the balance of NETC’s trust account, net of any
redemptions and payment of transaction expenses, will be released
to Vast. AgCentral Energy and management will roll 100% of their
interests in Vast into the combined company, which the Company
believes reflects their support for the combination, as well as
confidence in the go-forward prospects for the combined
company.
The implied pro forma equity value of Vast is expected to be
between USD $305 million and USD $586 million depending on the
level of redemptions. Vast’s existing management team will continue
to lead the Company following the completion of the
transaction.
Vast is expected to remain headquartered in Sydney,
Australia.
The Transaction was unanimously approved by the Boards of
Directors of NETC and Vast. Completion of the proposed Transaction
is subject to customary closing conditions and is anticipated to
occur in the second or third quarters of 2023.
Additional information about the proposed Transaction, including
a copy of the business combination agreement and the investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by NETC with the U.S. Securities and Exchange Commission
(the “SEC”) and available at www.sec.gov.
Extension
Under NETC’s amended and restated certificate of incorporation,
Nabors Energy Transition Sponsor LLC (the “NETC Sponsor”), may
deposit into the NETC’s trust account $2,760,000 to extend the date
NETC has to consummate its initial business combination by an
additional three months, up to two times. Affiliates of NETC
Sponsor expect to deposit $2,760,000 into NETC’s trust account
prior to February 18, 2023 to extend the date by which NETC has to
consummate its initial business combination from February 18, 2023
to May 18, 2023.
Advisors
Guggenheim Securities, LLC acted as exclusive financial advisor
to NETC. Vinson & Elkins L.L.P. and King & Wood Mallesons
acted as legal advisors to NETC. Milbank LLP acted as legal advisor
to Nabors. White & Case LLP and Gilbert + Tobin acted as legal
advisors to Vast.
Investor Conference Call Information
Vast and NETC will host a joint investor conference call to
discuss the proposed Transaction today, February 14, 2023 at 8:30AM
ET.
To listen to the prepared remarks via telephone from the U.S.,
dial 1-877-407-3982 and an operator will assist you. The call may
also be accessed through the following link:
https://callme.viavid.com/viavid/?callme=true&passcode=13735972&h=true&info=company&r=true&B=6
A telephone replay will be available by dialing 1-844-512-2921
if in the U.S, and by dialing 1-412-317-6671 from outside the U.S.
The PIN for access to the replay is 13736336. The replay will be
available through March 14, 2023.
About Vast
Vast is a world-leading renewable energy company that has
developed concentrated solar power (CSP) systems to generate, store
and dispatch carbon free, utility-scale electricity, industrial
heat, and to enable the production of green fuels. Vast’s unique
approach to CSP utilizes a proprietary, modular sodium loop to
efficiently capture and convert solar heat into these end products.
Vast’s “CSP v3.0” system is easier to permit, build and maintain
than larger central tower CSP systems, and it is more
efficient.
About Nabors Energy Transition Corp.
Nabors Energy Transition Corp. (NYSE: NETCU, NETC, NETCW) is a
blank check company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses or entities. NETC was formed to identify solutions,
opportunities, companies or technologies that focus on advancing
the energy transition; specifically, ones that facilitate, improve
or complement the reduction of carbon or greenhouse gas emissions
while satisfying growing energy consumption across markets
globally.
NETC is an affiliate of Nabors Industries, Ltd., a leading
provider of advanced technology for the energy industry. By
leveraging its core competencies, particularly in drilling,
engineering, automation, data science and manufacturing, Nabors,
which owns the global industry’s largest fleet of land drilling
rigs and equipment, is committed to innovate the future of energy
and enable the transition to a lower-carbon world
Important Information about the Business Combination and
Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or constitute a
solicitation of any vote or approval.
In connection with the proposed Business Combination, Vast will
file with the SEC a registration statement on Form F-4 (the
“Registration Statement”), which will include (i) a preliminary
prospectus of Vast relating to the offer of securities to be issued
in connection with the proposed Business Combination and (ii) a
preliminary proxy statement of NETC to be distributed to holders of
NETC’s capital stock in connection with NETC’s solicitation of
proxies for vote by NETC’s stockholders with respect to the
proposed Business Combination and other matters described in the
Registration Statement. NETC and Vast also plan to file other
documents with the SEC regarding the proposed Business Combination.
After the Registration Statement has been declared effective by the
SEC, a definitive proxy statement/prospectus will be mailed to the
stockholders of NETC. INVESTORS AND SECURITY HOLDERS OF NETC AND
VAST ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/PROSPECTUS CONTAINED THEREIN (INCLUDING ALL AMENDMENTS
AND SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS RELATING TO THE
PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and other documents
containing important information about NETC and Vast once such
documents are filed with the SEC, through the website maintained by
the SEC at http://www.sec.gov. In addition, the documents filed by
NETC may be obtained free of charge from NETC’s website at
www.nabors-etcorp.com or by written request to NETC at 515 West
Greens Road, Suite 1200, Houston, TX 77067.
Participants in the Solicitation
NETC, Nabors Industries, Ltd. (“Nabors”), Vast and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of NETC in connection with the proposed Business Combination.
Information about the directors and executive officers of NETC is
set forth in NETC’s Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the SEC on March 28, 2022. To the
extent that holdings of NETC’s securities have changed since the
amounts printed in NETC’s Annual Report on Form 10-K for the year
ended December 31, 2021, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC when they become available. You may obtain free
copies of these documents as described in the preceding
paragraph.
Forward Looking Statements
The information included herein and in any oral statements made
in connection herewith include “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of present or
historical fact included herein, regarding the proposed Business
Combination, NETC’s and Vast’s ability to consummate the proposed
Business Combination, the benefits of the proposed Business
Combination and NETC’s and Vast’s future financial performance
following the proposed Business Combination, as well as NETC’s and
Vast’s strategy, future operations, financial position, estimated
revenues and losses, projected costs, prospects, plans and
objectives of management are forward-looking statements. When used
herein, including any oral statements made in connection herewith,
the words “could,” “should,” “will,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” the
negative of such terms and other similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on NETC and Vast management’s
current expectations and assumptions about future events and are
based on currently available information as to the outcome and
timing of future events. Except as otherwise required by applicable
law, NETC and Vast disclaim any duty to update any forward-looking
statements, all of which are expressly qualified by the statements
in this section, to reflect events or circumstances after the date
hereof. NETC and Vast caution you that these forward-looking
statements are subject to risks and uncertainties, most of which
are difficult to predict and many of which are beyond the control
of NETC and Vast. These risks include, but are not limited to,
general economic, financial, legal, political and business
conditions and changes in domestic and foreign markets; the
inability to complete the Business Combination or the convertible
debt and equity financings contemplated in connection with the
proposed Business Combination (the “Financing”) in a timely manner
or at all (including due to the failure to receive required
stockholder or shareholder, as applicable, approvals, or the
failure of other closing conditions such as the satisfaction of the
minimum trust account amount following redemptions by NETC’s public
stockholders and the receipt of certain governmental and regulatory
approvals), which may adversely affect the price of NETC’s
securities; the inability of the Business Combination to be
completed by NETC’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by NETC; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
Business Combination or the Financing; the inability to recognize
the anticipated benefits of the proposed Business Combination; the
inability to obtain or maintain the listing of Vast’s shares on a
national exchange following the consummation of the proposed
Business Combination; costs related to the proposed Business
Combination; the risk that the proposed Business Combination
disrupts current plans and operations of Vast, business
relationships of Vast or Vast’s business generally as a result of
the announcement and consummation of the proposed Business
Combination; Vast’s ability to manage growth; Vast’s ability to
execute its business plan, including the completion of the Port
Augusta project, at all or in a timely manner and meet its
projections; potential disruption in Vast’s employee retention as a
result of the proposed Business Combination; potential litigation,
governmental or regulatory proceedings, investigations or inquiries
involving Vast or NETC, including in relation to the proposed
Business Combination; changes in applicable laws or regulations and
general economic and market conditions impacting demand for Vast’s
products and services. Additional risks are set forth in the
section of the Appendix titled "Summary Risk Factors" attached to
this Presentation and will be set forth in the section titled "Risk
Factors" in the proxy statement/prospectus that will be filed with
the U.S. Securities and Exchange Commission (the “SEC”) in
connection with the proposed Business Combination. Should one or
more of the risks or uncertainties described herein and in any oral
statements made in connection therewith occur, or should underlying
assumptions prove incorrect, actual results and plans could differ
materially from those expressed in any forward-looking statements.
Additional information concerning these and other factors that may
impact NETC’s expectations and projections can be found in NETC’s
periodic filings with the SEC, including NETC’s Annual Report on
Form 10-K filed with the SEC on March 28, 2022 and any subsequently
filed Quarterly Reports on Form 10-Q. NETC’s SEC filings are
available publicly on the SEC’s website at www.sec.gov.
1Per Company Data 2IEA World Energy Outlook 2022, p448 3As
Prepared by a Top Tier International Management Consulting Firm
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230214005416/en/
Vast
For Investors: Caldwell Bailey ICR,
Inc. VastIR@icrinc.com
For Media: Matt Dallas ICR, Inc.
VastPR@icrinc.com
Nabors Energy Transition Corp. Contacts
For Investors: William C. Conroy,
CFA Vice President – Corporate Development & Investor Relations
William.conroy@nabors.com
For Media: Brian Brooks Senior
Director, Corporate Communications Brian.brooks@nabors.com
Nabors Energy Transition (NYSE:NETC)
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