Fusion Fuel Green PLC (NASDAQ:HTOO) ("Fusion Fuel" or the "Company"), a provider of integrated energy solutions, today announced that it has executed non-binding Heads of Terms ("Heads of Terms") with a privately-held United Kingdom-based fuel distribution business ("Target") to acquire 100% of the equity of Target and certain related companies from their existing shareholders. The signing of the Heads of Terms follows the signing of a non-binding Letter of Intent between the parties, which was previously announced by the Company on April 9, 2025.
For the fiscal year ending April 30, 2024, Target generated revenues of approximately $50 million and net income of approximately $5 million. Target showed strong growth in the following fiscal year ending April 30, 2025, achieving revenues of approximately $58 million and net income of approximately $7 million. As of April 30, 2025, Target had no debt except for approximately $1 million under a revolving credit line. 1
Under the Heads of Terms, subject to execution of one or more definitive agreements with the existing shareholders of Target, Fusion Fuel will acquire the entire share capital of Target for total consideration of £50 million, consisting of £40 million in debt-financed cash and £10 million in Fusion Fuel ordinary shares in accordance with certain shareholder approval and securities registration requirements.
The Heads of Terms include equity value protection provisions with respect to the equity portion of the purchase price, consisting of certain downside price protection terms for the sellers, a buy-back option, and an upside cap provision.