Artificial Intelligence
Orletto Capital II Inc. Announces Agreement For Qualifying Transaction With CHARBONE Corporation
QUEBEC CITY, Aug. 03, 2021 (GLOBE NEWSWIRE) — Orletto Capital II Inc. (TSXV: OLT.P) (the “Corporation” or “Orletto”), a capital pool company listed on the TSX Venture Exchange (the “Exchange”), is pleased to announce that it has entered into a letter agreement dated April 8, 2021 with CHARBONE Corporation (“Charbone”) in respect of a proposed business combination under which Orletto will acquire all of the issued and outstanding shares of Charbone to be effected by way of a three-cornered amalgamation between Orletto, Charbone and a wholly-owned subsidiary of Orletto (the “Proposed Transaction”). It is anticipated that the Proposed Transaction will constitute the “Qualifying Transaction” of Orletto in accordance with Policy 2.4 – Capital Pool Companies of the Exchange. This letter agreement replaces the letter agreement concluded with Enerdro Inc. (“Enerdro”) on January 6, 2021 (the “Enerdro Letter Agreement”).
Charbone had initially intended to transfer its hydropower activities to Enerdro while continuing its development activities in the field of green hydrogen. After a review of the potential markets, Charbone elected to retain and pursue its activities both in the hydroelectricity and green hydrogen market within Charbone and mutually agreed to terminate the Enerdro Letter Agreement, with the approval of Orletto, on April 6, 2021.
About Charbone
Charbone is a corporation incorporated under the Canada Business Corporations Act on April 17, 2019.
Charbone is a clean and sustainable hydroelectric manager of power plants with limited operations and activities. Charbone intends to become a producer of green hydrogen that will provide an environmentally friendly solution for industrial and commercial use.
Charbone, through its wholly-owned subsidiary, CHARBONE Corporation USA, made its first acquisition since incorporation on June 29, 2021, Stuwe and Davenport Partnership, LLC (“Stuwe and Davenport LLC”), a 0.2 MW hydropower plant located in Vermont for $470,000 paid in cash. The Vermont hydropower plant has a 20-year operating agreement with Cabot Hosiery Mills Inc. Stuwe and Davenport LLC is located in the municipality of Northfield where it owns a dam built in 1983 on the Dog River. The powerplant was operated by Gravity Renewables, Inc., a Colorado-based company, from 2015 to 2021.
On July 27, 2021, Charbone announced the execution of a 25-year lease, with a 10-year renewal option, on a 390,686.89 sq. ft land in Sorel-Tracy, for an annual rent of $78,000. Charbone intends to build its first 0.5 MW hydrogen plant by Q4 2021. Furthermore, plans are progressing in order to start production of green hydrogen in Sorel-Tracy by June 2022.
Following the purchase of the Vermont hydropower plant, Charbone plans to pursue the acquisition of 0.2 MW to 25 MW hydropower plants in the USA where the Corporation has identified over 1,500 MW of potential asset to be acquired. Through the acquisition and consolidation of small hydropower plants, the Corporation expects to generate recurring revenues during the deployment of green hydrogen plants throughout North America.
As the hydrogen market evolves, Charbone plans to use its hydropower plants to supply clean energy to its green hydrogen production plants in order to reduce carbon emissions and control production costs. Energy costs are currently a significant component of the hydrogen prices and the ability to control and lower these costs will allow the Corporation to have a more competitive offering when compared to other methods of production of hydrogen.
Buckell Trust, of which the trustee is Dave B. Gagnon, 9029-6799 Québec Inc. owned by Daniel Charette and JURAFE Trust, of which the trustee is Stéphane Dallaire, respectively hold, directly or indirectly, 8,611,343 shares, 7,151,793 shares and 5,692,244 shares in the capital of Charbone, which represent an aggregate of 88.5% of the voting shares of Charbone.
Summary of Financial Information of Charbone
The following table presents selected financial statement information on the financial condition and results of operations for Stuwe and Davenport LLC. Such information is derived from the unaudited financial statements of Stuwe and Davenport LLC for the fiscal years ended December 31, 2020, December 31, 2019 and December 31, 2018. In connection with the Proposed Transaction, Charbone will provide financial statements as of June 30, 2021 on a consolidated basis.
| Fiscal year ended December 31, 2020 (unaudited)(1) |
Fiscal year ended December 31, 2019 (unaudited) |
Fiscal year ended December 31, 2018 (unaudited) |
||||
| Revenues | $10,041 | $281,302 | $343,387 | |||
| Net loss | ($279,115) | ($503,037) | ($393,790) | |||
| Adjustments(2) | ||||||
| +Amortization and depreciation |
$129,746 | $310,801 | $302,127 | |||
| +Interest | $45,735 | $47,822 | $49,827 | |||
| +Management fees | $69,156 | $262,585 | $297,868 | |||
| +Loss on disposal of property, plant and equipment |
$—– | $64,776 | $—– | |||
| Adjusted EBITDA | ($34,478) | $182,947 | $256,032 | |||
(1) Stuwe and Davenport LLC was in operation during only one (1) month in 2020 due to the termination of its contract with Northfield Electric Department. The new interconnect agreement within Cabot Hosiery Mills Inc. was concluded prior to the Charbone acquisition. The agreement has a 20-year term for Stuwe and Davenport LLC where Charbone management expects to restart production of hydropower by the end of September 2021.
(2) Charbone believes that adjusted EBITDA is an important measure when analyzing its operating profitability without being influenced by financing decisions, non-cash items, income tax strategies and management fees that are not necessary to the operation of the business. Comparison with peers is also easier as companies rarely have the same capital and financing structure. Each of these non-IFRS financial measures is not an earnings or cash flow measure recognized by International Financial Reporting Standards (IFRS) and does not have a standardized meaning prescribed by IFRS. The method of calculating such financial measures may differ from the methods used by other issuers and, accordingly, the definition of that non-IFRS financial measures may not be comparable to similar measures presented by other issuers. Investors are cautioned that non-IFRS financial measures should not be construed as an alternative to net income determined in accordance with IFRS as indicators of Charbone’s performance or to cash flows from operating activities as measures of liquidity and cash flows.
Based on the unaudited financial statements of Charbone for the quarter ended March 31, 2021, Charbone had total current assets of approximately $1,400,000 total current liabilities of approximately $130,000 and convertible debentures of $2,000,000. As of December 31, 2020, Charbone had no assets or revenues and expenses of $360,000. With its newly acquired Vermont hydropower plant, Charbone expects to start generating revenues in September 2021.
The Proposed Transaction and Concurrent Financing
Charbone currently has 24,243,367 Class A shares issued and outstanding (the “Charbone Common Shares”) as well as convertible debentures for an amount of $2,395,845 which can be converted on or before December 31, 2023 into Class A shares at a conversion price equal to 75% of the transaction price of Class A shares in the context of a relevant event such as the Proposed Transaction (the “Charbone Existing Debentures”) which will be converted into Charbone Common Shares at the closing of the Proposed Transaction.
In connection with the Proposed Transaction, Charbone will arrange a private placement (the “Charbone Private Placement”) of subscription receipts of Charbone (the “Subscription Receipts”) for a minimum amount of CA$5,000,000 which will be held in escrow by a subscription receipt agent. The price per Subscription Receipt will be determined based on market conditions at the time of closing. Upon satisfaction of the escrow release conditions, which includes completion of the Proposed Transaction, each Subscription Receipt is expected to be exercised, without payment of any additional consideration and without further action on the part of the holder thereof, for one Charbone Common Share. On July 5, 2021, Charbone entered into a letter agreement with Desjardins Capital Markets to act as agent (the “Agent”) on a “commercially reasonable efforts” basis for the Charbone Private Placement and in connection therewith, shall pay in the event that the Charbone Private Placement is completed, a financing fee upon closing equal to 8% of gross proceeds raised from all investors; as well as a number of warrants equal to 8% of the number of securities issued in the Charbone Private Placement (the “Agent’s Warrants”). Such Warrants shall have an exercise price equal to the price per security issued under the Charbone Private Placement. The term of the Warrants shall be for 24 months from closing of the gross proceeds of the Charbone Private Placement. Charbone shall also pay a fee of CA$100,000 to the Agent, due and payable upon closing of the Charbone Private Placement, paid in securities at the price equal to the price per security under the Charbone Private Placement.
The Proposed Transaction will be completed by way of a three-cornered amalgamation whereby a wholly owned subsidiary of Orletto (“Orletto Subco”), will amalgamate with Charbone pursuant to an amalgamation agreement (the “Amalgamation Agreement”). Orletto will then acquire all of the issued and outstanding Charbone Common Shares by the issuance of Orletto Common Shares which will represent at the closing of the Proposed Transaction and after the conversion of the Existing Charbone Debentures but before the closing of the Charbone Private Placement, 82 % of all the issued and outstanding Charbone Common Shares. The exchange ratio is still subject of discussion with Orletto and Charbone. In addition, all the issued and outstanding Charbone Common Shares after the exercise of the Subscription Receipts will be exchanged for Orletto Common Shares on the same terms and conditions. The Agent’s Warrant issued by Charbone will be exchanged for replacement Agent’s Warrant by Orletto with adjusted terms according to the same ratio as for the issuance of the Orletto Common Shares in exchange for all the issued and outstanding Charbone Common Share.
The amalgamated corporation resulting from the amalgamation of Orletto Subco and Charbone will be wholly owned by Orletto (the “Resulting Issuer”). On completion of the Proposed Transaction, the Resulting Issuer will then change its name to “CHARBONE Corporation” (the “Name Change”) to continue its business.
The completion of the Proposed Transaction remains subject to a number of terms and conditions, including, among other things: the receipt of all necessary consents, orders and approvals, the delivery of audited financial statements of Orletto; the audited financial statements of Charbone for the year ended December 31, 2020; no adverse material change in the business, affairs or operations of Orletto; no adverse material change in the business, affairs or operations of Charbone; the review to the sole satisfaction of Charbone of the financial condition, business, properties, title, assets and affairs of Orletto; the review, to the sole satisfaction of Orletto of the Charbone Assets and of the financial condition and business of Charbone; the approval of the Proposed Transaction by the Board of Directors of each of Orletto and Charbone; the entering into of the definitive agreements in such form and substance satisfactory to the parties; the Exchange’s escrow agreement shall have been entered into; the Board of Directors of Orletto shall consist of five directors; Orletto shall not have undertaken any business, other than in connection with the completion of the Proposed Transaction and the entering into of the Amalgamation Agreement.
There can be no assurance that all of the necessary regulatory approvals will be obtained.
Summary of Proposed Officers of the Resulting Issuer
It is intended that concurrent with the closing of the Proposed Transaction, the board of directors and management of Orletto will be reconstituted. Details regarding the proposed directors of the Resulting Issuer will be provided in a subsequent press release. The proposed directors shall hold office until the first annual meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed or elected. The key officers of the Resulting Issuer will be Dave B. Gagnon as Chairman and Chief Executive Officer, Stéphane Dallaire as Chief Financial Officer and Head of Corporate Finance, and Daniel Charette as Chief Operating Officer.
Additional biographical information about the proposed directors and officers of the Resulting Issuer is provided below.
Dave B. Gagnon – Chairman and Chief Executive Officer
Dave B. Gagnon has been a climate technology entrepreneur for more than 25 years. With his vision and ability to establish strategic partnerships, he has developed many international businesses by engaging them in high-profile projects with public entities. He was also a pioneer in implementing sustainable development policies that would later become common practice throughout many industries.
In 1998, Mr. Gagnon joined ExportDev, a subsidiary of the Caisse de dépôt et placement du Québec where he assisted other entrepreneurs grow their businesses and where he gained deep knowledge of the financial markets. After having worked for Quebec’s largest pension fund, he returned to his entrepreneurial passion and pursued his vision to start his own business ventures.
In 2000, he founded AAER Inc., a wind turbine manufacturing company. After the acquisition of the business of AAER Inc. by Pioneer Power Solutions Inc. in 2010, Mr. Gagnon founded Tantalex Resources Inc. in 2012, an exploration and development of lithium and tantalum company listed on the Canadian Stock Exchange of which he was the CEO until 2019.
Dave B. Gagnon is currently a significant shareholder and Chairman and Chief Executive Officer of Charbone, a zero-carbon emission energy provider is involved in Green Hydrogen & Hydropower operations.
Stéphane Dallaire – Chief Financial Officer and Head of Corporate Finance
Stéphane Dallaire is an executive level manager with 25 years’ experience leading financial operations, private equity investments, M&A, and asset dispositions in high tech, entertainment, telecom, information technology, solar and energy technologies. He has participated in financial and strategic partnerships at the international level where he played a key role implementing and delivering high growth solutions for large institutions.
Mr. Dallaire has spent many years in the renewable energy sector as an Investment Manager at Hydro-Quebec – Capitech from 2001 to 2002 and as Chief Financial Officer and Executive vice president of Corporate Development at ICP Solar Technologies in 2003. From 2014 to 2018, he was a Managing Partner at Towerlook / Fidenti Global Partners, a boutique investment firm in Montreal as well as Chief Executive Officer of Platinum Corporation (EHR software company). Furthermore, he has demonstrated expertise in financial valuation, venture capital and private equity at Société Générale de Financement du Québec from 1998 to 2001, and then, from 2004 to 2013, he acted as an independent advisor where he has helped companies increase in value and improve corporate performance.
Recognized as an IT-Finance Specialist, Mr. Dallaire has also recently received his certification in Artificial Intelligence from the MIT Sloan School of Management.
Holder of the CFA, CMA, CPA and CPA (USA) designations, Mr. Dallaire also has a B.B.A from HEC Montreal in Finance (1995), an Executive MBA (2003) and a Specialized Graduate degree in Accounting (2007) from University of Quebec. He is also an active member of the CFA Institute, l’Ordre des CPA du Québec, the Illinois Board of Examiners, the Illinois Department of Financial and Professional Regulation.
Daniel Charette – Chief Operating Officer
Daniel Charette is a veteran in renewable energy and an entrepreneur that has been managing many sustainable energy companies for over 30 years. In the early days, when the Canadian wind energy sector started being considered as a viable solution, he became a recognized executive within the renewable energy market.
In 1998, he was appointed Director of Manufacturing by Danish wind turbine manufacturer NEG Micon A/S to set-up the first Canadian wind turbine nacelles assembly plant. From 1999 to 2002, he established Canada’s first regional center for operations and maintenance of wind turbines for America’s largest wind farm. From 2002 to 2005, he acted as NEG Micon A/S’s National Sales for Canada and for Vestas Systems A/S. In 2005, he went on to Brookfield Renewable Partners LP where he acted as Business Development Manager for the Renewable Energy Division.
In 2006, he joined AAER Inc. as Senior Vice-president. AEER Inc. was the first pure play Canadian wind turbine manufacturer. Following the acquisition of AEER Inc. by Pioneer Power Solutions Inc., he became President of Pioneer Wind Energy Systems Ltd. He then went on to the Canadian subsidiary of NRG Systems, Inc. where he became Director of operations for the tall-tower manufacturing and installation division. More recently, he acted as Project Manager at Leader Resources Services Corp. for the construction of wind, solar and storage energy projects.
Mr. Charette has served on various Association Boards & Councils, including the Board of Directors of the Canadian Wind Energy Association for nine years, Association Québécoise des Producteurs d’Énergie Renouvelable for two years and Latin Wind Energy Association for 3 years.
Insiders
The following persons are expected to be insiders of the Resulting Issuer: Dave B. Gagnon, Daniel Charette and Stéphane Dallaire; either directly or indirectly, through their management companies.
Sponsorship of a Qualifying Transaction
Sponsorship of a qualifying transaction is required by the Exchange unless exempt or waived in accordance with Exchange policies. Orletto intends to apply for a waiver from the sponsorship requirements pursuant to the policies of the Exchange, however, there is no assurance that a waiver will be provided.
Other Information relating to the Proposed Transaction
The Proposed Transaction will not constitute a “Non-Arm’s Length Qualifying Transaction” (as such term is defined in the policies of the Exchange) for Orletto. Accordingly, the Proposed Transaction will not require the approval of the shareholders of Orletto.
No finder’s fees are payable in connection with the Proposed Transaction.
The Proposed Transaction will require the approval of the shareholders of Charbone. Charbone intends to hold a shareholder meeting to seek all necessary approvals.
In accordance with the policies of the Exchange, Orletto’s Common Shares are currently halted from trading and will remain so until such time as the Exchange determines, which, depending on the policies of the Exchange, may not occur until completion of the Proposed Transaction.
Further updates, including financial information regarding Charbone and its subsidiary Charbone Corporation USA and details regarding the proposed directors of the Resulting Issuer, will be provided in a subsequent press release. Also, additional information concerning the Proposed Transaction, Orletto, Charbone and the Resulting Issuer will be provided in the Filing Statement to be filed by the Corporation in connection with the Proposed Transaction and which will be available in due course under the Corporation’s SEDAR profile at www.sedar.com.
Cautionary Note
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
All information contained in this news release with respect to Orletto and Charbone was supplied by the parties, respectively, for inclusion herein, and Orletto and its respective directors and officers have relied on Charbone for any information concerning Charbone.
Forward-Looking Information
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward-looking statements, including statements relating to the completion of the Proposed Transaction, the proposed business of the Resulting Issuer, the completion of the Charbone Private Placement, the proposed officers of the Resulting Issuer, the completion of the Name Change, Exchange sponsorship requirements and intended application for waiver therefrom, shareholder, director and regulatory approvals, and future press releases and disclosure. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of Orletto and Charbone may differ materially from those anticipated and indicated by these forward-looking statements. Although each of Orletto and Charbone believes that the expectations reflected in forward-looking statements herein are reasonable, they can give no assurances that the expectations of any forward-looking statements herein will prove to be correct. Except as required by law, each of Orletto and Charbone disclaims any intention and assume no obligation to update or revise any forward-looking statements herein to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
Contacts
For further information, please contact:
| Benoit Chotard | Dave B. Gagnon | |
| President, Chief Executive Officer and Director | Chief Executive Officer and Chairperson of the Board | |
| Orletto Capital II inc | Charbone Corporation | |
| Telephone: 778-996-4676 | Telephone: 450-524-0067 | |
| Email: [email protected] | Email: [email protected] | |
| Stéphane Dallaire | ||
| Chief Financial Officer and Head of Corporate Finance | ||
| Charbone Corporation | ||
| Telephone: 514-234-2544 | ||
| Email: [email protected] |
Artificial Intelligence
Building Energy Management Systems Market Projected to Reach $67.69 billion by 2030 – Exclusive Report by 360iResearch
PUNE, India, April 24, 2024 /PRNewswire/ — The report titled “Building Energy Management Systems Market by Component (Hardware, Services, Software), Type (Integrated Building Energy Management Systems, Standalone Building Energy Management Systems), Application, Deployment Mode, End-Use – Global Forecast 2024-2030” is now available on 360iResearch.com’s offering, presents an analysis indicating that the market projected to grow from a size of $34.52 billion in 2023 to reach $67.69 billion by 2030, at a CAGR of 10.09% over the forecast period.
“Revolutionizing Energy Efficiency Globally With The Evolution of Building Energy Management Systems (BEMS)”
In an era where energy conservation and efficiency have become paramount, building energy management systems (BEMS) are at the forefront of this transformation, offering solutions that monitor, control, and optimize energy usage within buildings. These advanced systems, leveraging real-time data analytics, automate energy control, enhance energy savings, reduce costs, and contribute to a greener planet. Primarily utilized in commercial spaces, residential areas, and industrial sectors, BEMS has a broad application scope, covering HVAC, lighting, and security systems. Factors driving the expansion of the BEMS market include escalating energy expenses, heightened awareness of environmental impacts, and the increasing incorporation of Internet of Things (IoT) and cloud-based technologies, coupled with supportive government initiatives promoting energy-efficient infrastructures. Although challenges such as high initial costs and technology integration barriers exist, the advent of AI and IoT technologies within BEMS heralds a future of predictive energy management and remote operational capabilities, with a growing emphasis on integrating renewable energy sources. Regions such as the United States, Canada, the European Union, and emerging economies such as China and India are witnessing significant growth in BEMS adoption, spurred by regulatory policies and a shift towards sustainable building practices. This global movement toward BEMS signals a step toward reducing carbon footprints and highlights the collective effort to embrace technology for a sustainable future.
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“Harnessing Energy Management for Sustainability and Efficiency”
Data centers are pivotal infrastructures in the digital transformation era, consuming up to 50 times more energy than typical commercial spaces. This energy demand positions data centers as key contributors to the U.S.’s overall electricity consumption. Recognizing this, implementing building energy management systems (BEMS) is crucial in mitigating the environmental impact and operational costs associated with data centers. BEMS optimizes cooling systems to prevent equipment overheating, thereby enhancing energy efficiency by leveraging real-time data. Such systems reduce the power usage effectiveness (PUE) ratio, highlighting a move toward more sustainable consumption patterns and ensuring data centers’ operational continuity. Integrating seamlessly with existing infrastructure, BEMS offers a comprehensive approach to energy management, enabling more innovative cooling, efficient power usage, and predictive maintenance. This transition highlights a commitment to environmental responsibility and fosters operational efficiency, setting a new standard for data center operations worldwide.
“Revolutionizing Building Efficiency With Advanced Energy Management Systems Optimized Usage”
In push toward sustainability, building energy management systems (BEMS) stands at the forefront of innovation, integrating sophisticated hardware such as sensors, actuators, controllers, and more to manage and reduce energy consumption in buildings meticulously. These systems work in concert to monitor environmental conditions and adjust heating, ventilation, and air conditioning (HVAC) settings in real time, leading to significant energy savings. BEMS provides valuable data that helps identify savings opportunities, while networking tools ensure seamless communication between devices by precisely tracking energy flow through meters. Servers process vast amounts of data, enabling detailed analysis and actionable insights to refine energy use further. Additionally, comprehensive services, including customized consultations and dedicated support, ensure that each BEMS is tailored to a building’s unique needs, providing efficient operation and extended system longevity. BEMS exemplifies the strategic shift toward more sustainable and operationally excellent building management through the collaborative synergy of hardware, software, and expert services.
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“Schneider Electric SE at the Forefront of Building Energy Management Systems Market with a Strong 13.97% Market Share”
The key players in the Building Energy Management Systems Market include Schneider Electric SE, Honeywell International Inc., Azbil Corporation, Emerson Electric Co., Johnson Controls International PLC, and others. These prominent players focus on strategies such as expansions, acquisitions, joint ventures, and developing new products to strengthen their market positions.
“Introducing ThinkMi: Revolutionizing Market Intelligence with AI-Powered Insights for the Building Energy Management Systems Market”
We proudly unveil ThinkMi, a cutting-edge AI product designed to transform how businesses interact with the Building Energy Management Systems Market. ThinkMi stands out as your premier market intelligence partner, delivering unparalleled insights with the power of artificial intelligence. Whether deciphering market trends or offering actionable intelligence, ThinkMi is engineered to provide precise, relevant answers to your most critical business questions. This revolutionary tool is more than just an information source; it’s a strategic asset that empowers your decision-making with up-to-the-minute data, ensuring you stay ahead in the fiercely competitive Building Energy Management Systems Market. Embrace the future of market analysis with ThinkMi, where informed decisions lead to remarkable growth.
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“Dive into the Building Energy Management Systems Market Landscape: Explore 180 Pages of Insights, 566 Tables, and 26 Figures”
PrefaceResearch MethodologyExecutive SummaryMarket OverviewMarket InsightsBuilding Energy Management Systems Market, by ComponentBuilding Energy Management Systems Market, by TypeBuilding Energy Management Systems Market, by ApplicationBuilding Energy Management Systems Market, by Deployment ModeBuilding Energy Management Systems Market, by End-UseAmericas Building Energy Management Systems MarketAsia-Pacific Building Energy Management Systems MarketEurope, Middle East & Africa Building Energy Management Systems MarketCompetitive LandscapeCompetitive PortfolioInquire Before Buying @ https://www.360iresearch.com/library/intelligence/building-energy-management-systems
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Home Energy Management System Market – Global Forecast 2024-2030Energy Management System Market – Global Forecast 2024-2030Intelligent Building Automation Technologies Market – Global Forecast 2024-2030About 360iResearch
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Artificial Intelligence
Terra Drone, Unifly, and Aloft Launch UTM Development for AAM Targeting Global Markets
TOKYO, April 25, 2024 /PRNewswire/ — Terra Drone Corporation, a leading drone and Advanced Air Mobility (AAM) technology provider headquartered in Japan, announced today the launch of joint development with its Group companies Unifly NV (“Unifly”) and Aloft Technologies Inc. (“Aloft”) focused on UAS Traffic Management (UTM) for AAMs targeting global markets. Terra Drone has been making strides in its pioneering UTM business via strategic investments in Unifly, a leading UTM technology provider based in Belgium, and Aloft, which has the top UTM market share in the U.S. This collaboration marks the world’s first-ever joint UTM development for AAMs by multiple companies with extensive track records in UTM implementation and operation.
The three companies pursue joint UTM development to capitalize on the rapid global progress in electric vertical take-off and landing aircrafts (eVTOLs), set to revolutionize transportation. Morgan Stanley forecasts the Urban Air Mobility (UAM) market to reach $1 trillion by 2040 and $9 trillion by 2050 (1), with eVTOLs gaining global recognition through test flights and prototype showcases.
The companies proudly announce initiatives to enhance their existing UTM platforms in anticipation of the surge in eVTOL aircraft and drone activities. The shared vision for the UTM platform is to enable safe and efficient flight operations for eVTOLs and drones in the foreseeable future.
Recognizing the evolving needs of the AAM industry, they are dedicated to extending their platform by incorporating crucial additional functions. These enhancements, designed with automation at their core, aim to streamline operational efficiencies and pave the way for the integration of their increasingly automated UTM technology into the design and operational framework of AAMs. Through these efforts, they aim to set new standards in UTM and to facilitate the seamless integration of eVTOLs and drones into the national airspace, bolstering the potential for the AAM industry.
Through this initiative, they aim to build a global UTM infrastructure that kickstarts the AAM industry worldwide, creating a cohesive ecosystem that supports AAM growth and addresses broader challenges of urban mobility, sustainability, and air traffic safety.
Notes to Editor:
Research by Morgan Stanley in a report titled “eVTOL/Urban Air Mobility TAM Update: A Slow Take-Off, But Sky’s the Limit” https://advisor.morganstanley.com/the-busot-group/documents/field/b/bu/busot-group/Electric%20Vehicles.pdf]
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Artificial Intelligence
IBM to Acquire HashiCorp, Inc. Creating a Comprehensive End-to-End Hybrid Cloud Platform
$6.4 billion acquisition adds suite of leading hybrid and multi-cloud lifecycle management products to help clients grappling with today’s AI-driven application growth and complexity
HashiCorp’s capabilities to drive significant synergies across multiple strategic growth areas for IBM, including Red Hat, watsonx, data security, IT automation and Consulting
As a part of IBM, HashiCorp is expected to accelerate innovation and enhance its go-to-market, growth and monetization initiatives
Transaction expected to be accretive to Adjusted EBITDA within the first full year, post close, and free cash flow in year two
ARMONK, N.Y. and SAN FRANCISCO, April 24, 2024 /PRNewswire/ — IBM (NYSE: IBM) and HashiCorp Inc. (NASDAQ: HCP), a leading multi-cloud infrastructure automation company, today announced they have entered into a definitive agreement under which IBM will acquire HashiCorp for $35 per share in cash, representing an enterprise value of $6.4 billion. HashiCorp’s suite of products provides enterprises with extensive Infrastructure Lifecycle Management and Security Lifecycle Management capabilities to enable organizations to automate their hybrid and multi-cloud environments. Today’s announcement is a continuation of IBM’s deep focus and investment in hybrid cloud and AI, the two most transformational technologies for clients today.
“Enterprise clients are wrestling with an unprecedented expansion in infrastructure and applications across public and private clouds, as well as on-prem environments. The global excitement surrounding generative AI has exacerbated these challenges and CIOs and developers are up against dramatic complexity in their tech strategies,” said Arvind Krishna, IBM chairman and chief executive officer. “HashiCorp has a proven track record of enabling clients to manage the complexity of today’s infrastructure and application sprawl. Combining IBM’s portfolio and expertise with HashiCorp’s capabilities and talent will create a comprehensive hybrid cloud platform designed for the AI era.”
The rise of cloud-native workloads and associated applications is driving a radical expansion in the number of cloud workloads enterprises are managing. In addition, generative AI deployment continues to grow alongside traditional workloads. As a result, developers are working with increasingly heterogeneous, dynamic, and complex infrastructure strategies. This represents a massive challenge for technology professionals.
HashiCorp’s capabilities enable enterprises to use automation to deliver lifecycle management for infrastructure and security, providing a system of record for the critical workflows needed for hybrid and multi-cloud environments. HashiCorp’s Terraform is the industry standard for infrastructure provisioning in these environments. HashiCorp’s offerings help clients take a cloud-agnostic, and highly interoperable approach to multi-cloud management, and complement IBM’s commitment to industry collaboration (including deep and expanding partnerships with hyperscale cloud service providers), developer communities, and open-source hybrid cloud and AI innovation.
“Our strategy at its core is about enabling companies to innovate in the cloud, while providing a consistent approach to managing cloud at scale. The need for effective management and automation is critical with the rise of multi-cloud and hybrid cloud, which is being accelerated by today’s AI revolution,” said Armon Dadgar, HashiCorp co-founder and chief technology officer. “I’m incredibly excited by today’s news and to be joining IBM to accelerate HashiCorp’s mission and expand access to our products to an even broader set of developers and enterprises.”
“Today is an exciting day for our dedicated teams across the world as well as the developer communities we serve,” said Dave McJannet, HashiCorp chief executive officer. “IBM’s leadership in hybrid cloud along with its rich history of innovation, make it the ideal home for HashiCorp as we enter the next phase of our growth journey. I’m proud of the work we’ve done as a standalone company, I am excited to be able to help our customers further, and I look forward to the future of HashiCorp as part of IBM.”
Transaction Rationale
Strong Strategic Fit – The acquisition of HashiCorp by IBM creates a comprehensive end-to-end hybrid cloud platform built for AI-driven complexity. The combination of each company’s portfolio and talent will deliver clients extensive application, infrastructure and security lifecycle management capabilitiesAccelerates growth in key focus areas – Upon close, HashiCorp is expected to drive significant synergies for IBM, including across multiple strategic growth areas like Red Hat, watsonx, data security, IT automation and Consulting. For example, the powerful combination of Red Hat’s Ansible Automation Platform’s configuration management and Terraform’s automation will simplify provisioning and configuration of applications across hybrid cloud environments. The two companies also anticipate an acceleration of HashiCorp’s growth initiatives by leveraging IBM’s world-class go-to-market strategy, scale, and reach, operating in more than 175 countries across the globeExpands Total Addressable Market (TAM) – The acquisition will create the opportunity to deliver more comprehensive hybrid and multi-cloud offerings to enterprise clients. HashiCorp’s offerings, combined with IBM and Red Hat, will give clients a platform to automate the deployment and orchestration of workloads across evolving infrastructure including hyperscale cloud service providers, private clouds and on-prem environments. This will enhance IBM’s ability to address the total cloud opportunity, which according to IDC had a TAM of $1.1 trillion in 2023, with a compound annual growth rate in the high teens through 2027.1Attractive Financial Opportunity – The transaction will accelerate IBM’s growth profile over time driven by go-to-market and product synergies. This growth combined with operating efficiencies, is expected to achieve substantial near-term margin expansion for the acquired business. It is anticipated that the transaction will be accretive to Adjusted EBITDA within the first full year, post close, and free cash flow in year two.HashiCorp boasts a roster of more than 4,400 clients, including Bloomberg, Comcast, Deutsche Bank, GitHub, J.P Morgan Chase, Starbucks and Vodafone. HashiCorp’s offerings have widescale adoption in the developer community and are used by 85% of the Fortune 500. Their community products across infrastructure and security were downloaded more than 500 million times in HashiCorp’s FY2024 and include:
Terraform – provides organizations with a single workflow to provision their cloud, private datacenter, and SaaS infrastructure and continuously manage infrastructure throughout its lifecycleVault – provides organizations with identity-based security to automatically authenticate and authorize access to secrets and other sensitive dataAdditional products – Boundary for secure remote access; Consul for service-based networking; Nomad for workload orchestration; Packer for building and managing images as code; and Waypoint internal developer platformTransaction Details
Under the terms of the agreement, IBM will acquire HashiCorp for $35 per share in cash, or $6.4 billion enterprise value, net of cash. HashiCorp will be acquired with available cash on hand.
The boards of directors of IBM and HashiCorp have both approved the transaction. The acquisition is subject to approval by HashiCorp shareholders, regulatory approvals and other customary closing conditions.
The Company’s largest shareholders and investors, who collectively hold approximately 43% of the voting power of HashiCorp’s outstanding common stock, entered into a voting agreement with IBM pursuant to which each has agreed to vote all of their common shares in favor of the transaction and against any alternative transactions.
The transaction is expected to close by the end of 2024.
____________________1 The total cloud opportunity is the sum of the cloud-directed spends across Hardware, IT services and SW for Private and Public cloud implementation, sourced from IDC’s Worldwide Black Book Live Edition, March 2024 (V1 2024)
Conference Call Details
IBM’s regular quarterly earnings conference call is scheduled to begin at 5:00 p.m. ET, today. The Webcast may be accessed here. Presentation charts will be available shortly before the Webcast.
About IBM
IBM is a leading provider of global hybrid cloud and AI, and consulting expertise. We help clients in more than 175 countries capitalize on insights from their data, streamline business processes, reduce costs and gain the competitive edge in their industries. Thousands of government and corporate entities in critical infrastructure areas such as financial services, telecommunications and healthcare rely on IBM’s hybrid cloud platform and Red Hat OpenShift to affect their digital transformations quickly, efficiently and securely. IBM’s breakthrough innovations in AI, quantum computing, industry-specific cloud solutions and consulting deliver open and flexible options to our clients. All of this is backed by IBM’s legendary commitment to trust, transparency, responsibility, inclusivity and service. Visit www.ibm.com for more information.
About HashiCorp
HashiCorp is The Infrastructure Cloud™ company, helping organizations automate multi-cloud and hybrid environments with Infrastructure Lifecycle Management and Security Lifecycle Management. HashiCorp offers The Infrastructure Cloud on the HashiCorp Cloud Platform (HCP) for managed cloud services, as well as self-hosted enterprise offerings and community source-available products. The company is headquartered in San Francisco, California. For more information, visit HashiCorp.com.
Press Contacts:
IBM:Tim Davidson, [email protected]
HashiCorp:Matthew Sherman / Jed Repko / Haley Salas / Joycelyn BarnettJoele Frank, Wilkinson Brimmer Katcher212-355-4449
Additional Information and Where to Find It
HashiCorp, Inc. (“HashiCorp”), the members of HashiCorp’s board of directors and certain of HashiCorp’s executive officers are participants in the solicitation of proxies from stockholders in connection with the pending acquisition of HashiCorp (the “Transaction”). HashiCorp plans to file a proxy statement (the “Transaction Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies to approve the Transaction. David McJannet, Armon Dadgar, Susan St. Ledger, Todd Ford, David Henshall, Glenn Solomon and Sigal Zarmi, all of whom are members of HashiCorp’s board of directors, and Navam Welihinda, HashiCorp’s chief financial officer, are participants in HashiCorp’s solicitation. Information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Transaction. Additional information about such participants is available under the captions “Board of Directors and Corporate Governance,” “Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management” in HashiCorp’s definitive proxy statement in connection with its 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”), which was filed with the SEC on May 17, 2023 (and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1720671/000114036123025250/ny20008192x1_def14a.htm). To the extent that holdings of HashiCorp’s securities have changed since the amounts printed in the 2023 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (which are available at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001720671&type=&dateb=&owner=only&count=40&search_text=). Information regarding HashiCorp’s transactions with related persons is set forth under the caption “Related Person Transactions” in the 2023 Proxy Statement. Certain illustrative information regarding the payments to that may be owed, and the circumstances in which they may be owed, to HashiCorp’s named executive officers in a change of control of HashiCorp is set forth under the caption “Executive Compensation—Potential Payments upon Termination or Change in Control” in the 2023 Proxy Statement. With respect to Ms. St. Ledger, certain of such illustrative information is contained in the Current Report on Form 8-K filed with the SEC on June 7, 2023 (and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1720671/000162828023021270/hcp-20230607.htm). Promptly after filing the definitive Transaction Proxy Statement with the SEC, HashiCorp will mail the definitive Transaction Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HASHICORP WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by HashiCorp with the SEC in connection with the Transaction at the SEC’s website (http://www.sec.gov). Copies of HashiCorp’s definitive Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by HashiCorp with the SEC in connection with the Transaction will also be available, free of charge, at HashiCorp’s investor relations website (https://ir.hashicorp.com/), or by emailing HashiCorp’s investor relations department ([email protected]).
Forward-Looking Statements
Certain statements contained in this communication may be characterized as forward-looking under the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially.
Statements in this communication regarding IBM and HashiCorp that are forward-looking may include statements regarding: (i) the Transaction; (ii) the expected timing of the closing of the Transaction; (iii) considerations taken into account in approving and entering into the Transaction; (iv) the anticipated benefits to, or impact of, the Transaction on IBM’s and HashiCorp’s businesses; and (v) expectations for IBM and HashiCorp following the closing of the Transaction. There can be no assurance that the Transaction will be consummated.
Risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, in addition to those identified above, include: (i) the possibility that the conditions to the closing of the Transaction are not satisfied, including the risk that required approvals from HashiCorp’s stockholders for the Transaction or required regulatory approvals to consummate the Transaction are not obtained, on a timely basis or at all; (ii) the occurrence of any event, change or other circumstance that could give rise to a right to terminate the Transaction, including in circumstances requiring HashiCorp to pay a termination fee; (iii) possible disruption related to the Transaction to IBM’s and HashiCorp’s current plans, operations and business relationships, including through the loss of customers and employees; (iv) the amount of the costs, fees, expenses and other charges incurred by IBM and HashiCorp related to the Transaction; (v) the risk that IBM’s or HashiCorp’s stock price may fluctuate during the pendency of the Transaction and may decline if the Transaction is not completed; (vi) the diversion of IBM and HashiCorp management’s time and attention from ongoing business operations and opportunities; (vii) the response of competitors and other market participants to the Transaction; (viii) potential litigation relating to the Transaction; (ix) uncertainty as to timing of completion of the Transaction and the ability of each party to consummate the Transaction; and (x) other risks and uncertainties detailed in the periodic reports that IBM and HashiCorp filed with the SEC, including IBM’s and HashiCorp’s respective Annual Reports on Form 10-K. All forward-looking statements in this communication are based on information available to IBM and HashiCorp as of the date of this communication, and, except as required by law, IBM and HashiCorp do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
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