Canadian capital pool company Veteran Capital Corp. (TSXV: VCC.P) has announced its intention to acquire Powerhive, Inc., a leading renewable energy and electric mobility company headquartered in Nairobi, Kenya. The proposed transaction, subject to regulatory approval, marks a significant move in the renewable energy sector and could potentially reshape the landscape of urban mobility in Africa.
Under the terms of the letter of intent dated June 10, 2024, Veteran Capital Corp. plans to acquire all issued and outstanding shares of Powerhive. This acquisition will be executed through a share exchange agreement. As part of the deal, Veteran Capital’s existing shares will be consolidated on a 4:1 basis. Subsequently, Veteran will issue 58,333,334 new common shares at a deemed price of $0.60 per share to acquire Powerhive.
The completion of this transaction is contingent on approval from the TSX Venture Exchange, and it will constitute Veteran’s Qualifying Transaction per Exchange policies. Post-transaction, Veteran Capital will be renamed Powerhive Inc., and the combined entity will continue Powerhive’s operations. The reconstituted management and board of directors will feature key leaders from Powerhive, including CEO Christopher Hornor and CFO Austin Harris.
Founded in 2011 in Delaware and headquartered in Nairobi, Powerhive is a pioneer in renewable energy solutions and electric mobility across East Africa. The company has made significant strides in the market with its proprietary battery swapping stations and intelligent battery technology, particularly focusing on electric motorcycles under the Spark brand. Powerhive’s initiatives aim to drive sustainable economic growth and substantial carbon reduction in the region.
“East Africa spends $12.8 billion on fuel annually, emitting 12 gigatons of CO2,” a statement from Powerhive notes. “Our affordable Spark electric motorcycles and intelligent battery swapping network provide energy access anytime, anywhere, on a self-serve basis, significantly reducing carbon emissions.”
With over 1,000 pre-approved riders awaiting Spark motorbikes in Nairobi and partnerships with industry giants like Shell & Mastercard Foundation, Powerhive is well-positioned to lead Africa’s energy transition. Strong government incentives for electric vehicles further bolster the company’s growth and market penetration strategy.
Upon completion of the acquisition, Veteran’s management and board of directors will be restructured to include key members from Powerhive’s leadership. Christopher Hornor, an experienced figure in the energy and technology sectors, will lead the new management team as Chief Executive Officer, while Austin Harris, a seasoned executive with over 25 years of experience in renewables, microfinance, and corporate finance, will serve as Chief Financial Officer.
Concurrent with the closing of the Qualifying Transaction, Veteran will conduct a private placement of up to 83,333,333 post-consolidation common shares at $0.60 per share, aiming to raise up to $50 million. Additionally, Powerhive plans to complete a bridge financing round of up to $7 million to fulfill backorders of batteries, motorcycles, and battery swap stations. These shares will also be acquired by Veteran on the same terms during the transaction.
The newly formed entity intends to list concurrently on the Nairobi Stock Exchange, enhancing its presence in the African market and leveraging local investment opportunities. This strategic move is expected to foster further growth and development in the region’s renewable energy and electric mobility sectors.
The transaction’s completion is subject to numerous conditions, including Exchange acceptance and majority shareholder approval if required. Until final approval is obtained, trading in Veteran Capital’s common shares will remain halted.
