UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 


 

 

FORM 8-K

 

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 29, 2014

 

Ormat Technologies, Inc.

 


 

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

 

Delaware
(State or Other Jurisdiction of

Incorporation)

001-32347
(Commission File Number)

No. 88-0326081
(I.R.S. Employer Identification No.)

 

 

 

 

 

6225 Neil Road, Reno, Nevada
(Address of Principal Executive Offices)

 

89511-1136
(Zip Code)

 

(775) 356-9029
(Registrant's Telephone Number, Including Area Code)

 

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

   

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

   

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

   

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

 
 

 

 

TABLE OF CONTENTS

 

Item 8.01     Other Events.

 

On October 29, 2014, Ormat Technologies, Inc. (the “Company”) issued a press release announcing that it is considering engaging in a potential transaction with Ormat Industries, Ltd., its parent entity. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference herein.

 

Item 9.01     Financial Statements and Exhibits.

 

(d) Exhibits

 

            Exhibit 99.1          Press release of the Company dated October 29, 2014.

 

 

 
2

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Ormat Technologies, Inc.

 

 

 

 

 

 

 

 

 

 

By:

/s/  Isaac Angel

 

 

 

Name:   Isaac Angel

 

 

 

Title:      Chief Executive Officer

 

 

 

 

 

Date: October 29, 2014

 

 

 
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EXHIBIT INDEX

 

 

 

Exhibit

Number


Description of Exhibit

 
     

99.1

Press release of the Company dated October 29, 2014.

 

 

 

 

 

4

 

Exhibit 99.1

 

PRESS RELEASE

 

 

 

Ormat Technologies Contact:

Investor Relations Contact:

Smadar Lavi

Rob Fink/Brad Nelson

Investor Relations

KCSA Strategic Communications

775-356-9029

212-896-1206 /212-896-1217

slavi@ormat.com

rfink@kcsa.com / bnelson@kcsa.com

 

 

 

Ormat Technologies Considers Potential Restructuring with its Parent Company

 

(RENO, Nev.) October 29, 2014, Ormat Technologies, Inc. (NYSE: ORA) announced today, following a report to that effect issued today to the Tel Aviv Stock Exchange and the Israeli Security Authority by its parent entity, Ormat Industries, Ltd. (OIL), that the two companies are considering a possible group corporate reorganization. Under the proposed transaction, Ormat Technologies would acquire OIL by issuing shares of common stock in Ormat Technologies to OIL's shareholders in exchange for all of the OIL shareholders' shares in OIL, based upon an exchange ratio to be agreed upon between the parties. If approved and consummated, the transaction would eliminate OIL’s majority ownership interest in, and control of, Ormat Technologies.

 

The Company has established a special committee of independent directors with full authority to consider the proposed transaction, including to negotiate the exchange ratio and make a recommendation to the Board of Directors, or to reject the proposed transaction. The special committee has retained independent legal and financial advisors to assist the committee in considering the proposed transaction.

 

There can be no assurance at this stage whether the proposed transaction will be approved and consummated and, if consummated, what the terms (including the exchange ratio) thereof would be. Any potential transaction is subject to the negotiation and execution of definitive agreements, as well as to customary conditions and approvals, including (without limitation) regulatory approvals, an affirmative recommendation of the special committee of the Board of Directors, an approval of the full Board of Directors, and the approval of the shareholders of each of Ormat Technologies and OIL.

 

About Ormat Technologies, Inc.

 

With over four decades of experience, Ormat Technologies, Inc. is a leading geothermal company and the only vertically integrated company solely engaged in geothermal and recovered energy generation (REG). The company owns, operates, designs, manufactures and sells geothermal and REG power plants primarily based on the Ormat Energy Converter - a power generation unit that converts low-, medium- and high-temperature heat into electricity. With over 77 U.S. patents, Ormat's power solutions have been refined and perfected under the most grueling environmental conditions. Ormat has 480 employees in the United States and about 640 overseas. Ormat's flexible, modular solutions for geothermal power and REG are ideal for the vast range of resource characteristics. The company has engineered, manufactured and constructed power plants, which it currently owns or has supplied to utilities and developers worldwide, totaling more than 1,800 MW of gross capacity. Ormat's current generating portfolio of 626 MW (net) is spread globally in the U.S., Guatemala and Kenya.

 

 

 
 

 

 

Learn more about Ormat Technologies by visiting Ormat.com. To download Ormat’s investor relations app, which offers access to its SEC filings, press releases, webcast and more, please visit Apple's App Store for the iPhone and iPad or Google Play for Android mobile devices.

 

Ormat’s Safe Harbor Statement

Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “may”, “will”, “could”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, or “contemplate” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain such words or expressions. For example, when we discuss the proposed transaction, we are using a forward-looking statement. These forward-looking statements generally relate to Ormat’s plans, objectives and expectations for future operations or events and are based upon its management's current estimates and projections of future results, trends or events. Actual future results may differ materially from those projected as a result of various risks and uncertainties. For a discussion of such risks and uncertainties, see "Risk Factors" as described in Ormat Technologies, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 28, 2014 and other risks and uncertainties detailed from time to time in our filings with the SEC.

 

These forward-looking statements are made only as of the date hereof, and, except as required by applicable law, we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

 

 

 

 

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