Open Energy acquires Solar Roofing Systems in an US$18.5 million deal

On April 10, 2006, Open Energy Corporation acquired Solar Roofing Systems Inc. in an $18.5 million deal. Fasken Martineau advised the shareholders of Solar Roofing Systems Inc. (other than Open Energy which was already a 7% shareholder of Solar and was purchasing the balance of the company from the other shareholders) in connection with the sale of their shares of Solar to Open Energy. The purchase price of $18.5 million consisted of $3.7 million of cash and shares of Open Energy valued at the time of closing at US$2.00 per share. The purchase was structured as an exchangeable share transaction for those selling shareholders who were Canadian residents and wished to defer the realization of the capital gain until the ultimate disposition of their Open Energy shares. Open Energy is a publicly traded, U.S. alternative energy company. Solar Roofing Systems is the owner of a proprietary solar power gathering roofing solution. The Fasken Martineau team included Craig Brown, Gary Fogler, Nancy Eastman, Martin Fisher-Haydis and Mitchell Thaw.