NEW YORK, March 4 /PRNewswire-FirstCall/ -- Phoenix India AcquisitionCorp. (OTC Bulletin Board: PXIA, PXIAU, PXIAW) ("Phoenix") today announcedthat it has entered into a definitive agreement to purchase convertiblepreferred shares of Citius Power Limited, a company registered under thelaws of Mauritius ("Citius"), representing 65% of the common shares ofCitius on an as converted, fully diluted basis. Citius Power Limited,through a 99.99% owned subsidiary in India, Citius Power Limited (India),has entered into agreements to purchase up to 109 Megawatts ("MW") ofoperating wind energy assets in India and has a business plan to own andoperate 3,000 MW of wind energy generating assets in India, subject toavailability of financing. Under the existing provisions of Phoenix's certificate ofincorporation, it would have to obtain stockholder approval and completethe transaction, by April 5, 2008. Phoenix does not believe that there issufficient time remaining to complete those actions by that date. As aresult, it is likely that the funds in the trust account funded with theproceeds of Phoenix's initial public offering will be distributed to itsstockholders. Phoenix intends to seek stockholder approval of an amendmentto its certificate of incorporation to permit it to continue in existencefollowing such distribution. Phoenix would then attempt to raise thecapital needed to complete the transaction through a private placement.However, there is no assurance that its stockholders will approve such anamendment or that Phoenix will be able to raise the necessary funds. Description of Citius Business Citius' subsidiary in India has entered into agreements ("PurchaseAgreements") to acquire operating wind energy assets with a total capacityof 109 MW. The assets include wind turbines, the land (or rights to use theland) on which the assets are installed, rights under long-term powerpurchase agreements ("PPA"), and receivables and liabilities associatedwith the assets ("Wind Energy Assets"). Simultaneously with the closing ofPhoenix's investment, Citius would close on Wind Energy Assets having atotal capacity of 33 MW, for which all the legal, technical and financialdue diligence has been satisfactorily completed. Additional capacity ofapproximately 22 MW where such due diligence has also been completed wouldbe acquired within 90 days from closing of the Phoenix investment. Provided sufficient funding is available, Citius intends to acquire theremaining 54 MW of existing and operational Wind Energy Assets mentionedabove. Citius has also entered into other purchase agreements to acquire anadditional 175 MW of newly constructed Wind Energy Assets with a deliveryschedule in 2008, and 128 MW of existing assets also available for purchasein 2008. Further, the Company is in advanced stages of negotiations toacquire 800 MW of new constructs for deliveries between 2008 and 2012. Theorders for new constructs can be finalized within three to six months ofthe close of this Transaction. The operating Wind Energy Assets subject to Purchase Agreements arehigh quality, cash flow generating and relatively new (with an average ageof five years), and have long term PPAs in place. The negotiated purchaseprice of these assets is based on a multiple of the Wind Energy Assets'historic EBITDA. The generation from all of these Wind Energy Assets is contracted underlong term (approximately twenty year) PPAs with either the distributioncompanies of the relevant State Electricity Boards ("SEBs"), or independentthird party purchasers, helping to ensure the security of cash flow of suchassets for the duration of the PPA term. The Wind Energy Assets beingacquired have been well-maintained by the operations and maintenance("O&M") contractors and have excellent performance records. The Company has an India-based, seasoned management team that includesentrepreneurs, who have managed several successful businesses in India andone of the leading experts in installation of Wind Power facilities inIndia. The Advisory Board comprises prominent leaders from industry,banking and government. Forward Looking Statements This press release, and other statements that Phoenix may make,including statements about the transaction with Citius, containsforward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act, with respect to Phoenix's and Citius' futurefinancial or business performance, strategies and expectations.Forward-looking statements are typically identified by words or phrasessuch as "trend," "potential," "opportunity," "believe," "comfortable,""expect," "anticipate," "current," "intention," "estimate," "position,""assume," "outlook," "continue," "remain," "maintain," "sustain," "seek,""achieve," and similar expressions, or future or conditional verbs such as"will," "would," "should," "could," "may" and similar expressions. Phoenix cautions that forward-looking statements are subject tonumerous assumptions, risks and uncertainties, which change over time.Forward-looking statements speak only as of the date they are made, andPhoenix assumes no duty to and does not undertake to update forward-lookingstatements. Actual results could differ materially from those anticipatedin forward-looking statements and future results could differ materiallyfrom historical performance. In addition to factors previously disclosed in Phoenix's filings withthe Securities and Exchange Commission (SEC) and those identified elsewherein this press release, the following factors, among others, could causeactual results to differ materially from forward-looking statements orhistorical performance (i) the failure of Phoenix to obtain stockholderapproval of an amendment to its certificate of incorporation to remove theprovisions requiring it to dissolve if it does not complete an acquisitionby April 5, 2008, (ii) the inability to raise the funds necessary tocomplete the transaction with Citius, (iii) the uncertainties inherent incompleting any acquisition, and (iv) Citius' ability to obtain thenecessary funding to purchase the additional wind energy assets necessaryto realize its business plan. Phoenix's prospectus and subsequent filings with the SEC, including theproxy statement it intends to file with the SEC with respect to theproposed amendment of its certificate of incorporation, are accessible onthe SEC's website at
Phoenix India Acquisition Corp. Agrees to Purchase 65% of Citius Power Limited; Intends to Seek Amendment to Certificate of Incorporation
March 05, 2008, 10:27 p.m. EST 6 Min Read
