Fusion Fuel Signs Non-Binding Letter of Intent to Acquire British Fuel Distribution Company

Rhea-AI Summary

Fusion Fuel Green PLC (HTOO) has signed a non-binding letter of intent to acquire a privately held British fuel distribution company for £50 million. The acquisition terms include £25 million in debt-financed cash, £2 million from capital raise, £8 million in company shares with a make-whole agreement, and two £7.5 million cash payments at 9 and 18 months post-closing.

The target company demonstrated strong financial performance, reporting $50 million revenue and $4 million net income in 2023, growing to $54 million revenue and $7 million net income in 2024. This acquisition follows Fusion Fuel's recent purchase of Quality Industrial Corp. and aligns with their strategy to build a profitable portfolio across the energy value chain.

The transaction remains subject to due diligence, definitive agreements, and regulatory approvals.

Positive

• Target company shows strong profit growth: 75% net income increase from $4M (2023) to $7M (2024)
• Target demonstrates consistent revenue growth: 8% increase from $50M (2023) to $54M (2024)
• Strategic expansion into UK market enhances geographic diversification
• Acquisition adds profitable operations to portfolio following Quality Industrial Corp. purchase

Negative

• Significant debt financing (£25M) required for acquisition
• Additional capital raise of £2M needed, potentially diluting shareholders
• Substantial deferred payments (£15M) due within 18 months post-closing
• Non-binding LOI with multiple closing conditions creates execution uncertainty

Insights

Corporate Financial Analyst

Fusion Fuel's non-binding LOI to acquire a British fuel distribution company represents a transformative potential transaction that warrants careful investor consideration. The £50 million deal value (~$65 million) is approximately 10x larger than Fusion Fuel's current $6.36 million market capitalization, making this an extraordinarily ambitious move.

The acquisition target demonstrates strong financial performance with $54 million revenue and $7 million net income in 2024, representing a healthy 13% profit margin and year-over-year growth. This would dramatically alter Fusion Fuel's financial profile if completed.

The complex financing structure raises significant execution questions: £25 million through debt financing, £2 million from a capital raise, £8 million in shares, and two deferred payments of £7.5 million each. The debt component alone is approximately 4x Fusion Fuel's current market value.

This proposed acquisition follows Fusion Fuel's stated strategy of building a "synergistic portfolio of profitable and cash-generating businesses across the energy value chain" and would provide entry into the UK market. However, the non-binding nature of the LOI means substantial uncertainty remains, with completion contingent on due diligence, definitive agreements, and regulatory approvals.

The relative size disparity between acquirer and target introduces substantial integration and financing risks that could undermine potential benefits if not carefully managed.

M&A Strategy Consultant

This acquisition strategy reveals Fusion Fuel's ambitious transformation from its original focus to a broader energy platform play. The target company's $7 million in 2024 net income alone exceeds Fusion Fuel's entire market capitalization of $6.36 million, presenting a uniquely asymmetrical deal structure.

The £50 million (~$65 million) transaction employs a prudent staged payment approach that mitigates immediate cash flow pressure. The structure includes £25 million debt, £2 million capital raise, £8 million in shares with make-whole provisions, plus two £7.5 million deferred payments at 9 and 18 months post-closing.

This follows Fusion Fuel's articulated roll-up strategy, evidenced by their recent Quality Industrial Corp acquisition. The rationale centers on rapidly assembling profitable energy assets across the value chain while diversifying geographically.

The target's accelerating profitability trajectory—$4 million to $7 million net income year-over-year on relatively stable revenue—suggests operational efficiencies that could benefit the combined entity. However, the current non-binding LOI status introduces significant execution uncertainty.

For a micro-cap company orchestrating an acquisition 10x its size, the financing and integration complexity cannot be overstated. While the strategic vision appears sound, shareholders should recognize the transformative magnitude represents both substantial opportunity and proportional risk.

DUBLIN, Ireland, April 09, 2025 (GLOBE NEWSWIRE) -- via IBN – Fusion Fuel Green PLC (Nasdaq: HTOO) ("Fusion Fuel" or the "Company"), a leading provider of full-service energy engineering and advisory solutions, today announced that it has signed a non-binding letter of intent (“LOI”) to acquire 100% of a privately held British fuel distribution company (the “Target”).

In the proposed acquisition, the Company will purchase 100% of the outstanding shares of the Target from its shareholders for total consideration valued at £50 million, consisting of £25 million in cash funded through debt financing, £2 million in cash financed from a capital raise, £8 million in the Company’s shares subject to a make-whole agreement, and two additional payments of £7.5 million cash each within nine months and 18 months from the closing.

The Target reported over $50 million in revenue and $4 million in net income for the year ending in 2023 and delivered strong growth in 2024, generating over $54 million in revenue and $7 million in net income. The transaction, if consummated, would mark a significant expansion of Fusion Fuel’s presence in the energy distribution sector, aligning with the Company’s broader strategic objectives.

John-Paul Backwell, Chief Executive Officer of Fusion Fuel, commented: “This proposed transaction reflects our progress in executing our growth strategy, which began with our acquisition of Quality Industrial Corp. late last year. Our short-term priority is to build a synergistic portfolio of profitable and cash-generating businesses across the energy value chain. In addition to significantly increased revenues and profitability, acquiring this United Kingdom-based fuel distribution company would enable us to expand our footprint in the energy distribution space while also broadening our geographic presence into a key new market.”

The LOI is non-binding, and consummation of the transaction remains subject to further due diligence, the negotiation of definitive agreements, and the satisfaction of customary closing conditions, including regulatory approvals. The Company expects to provide further updates as discussions progress.

About Fusion Fuel Green PLC

Fusion Fuel Green PLC (NASDAQ: HTOO) is an emerging leader in the energy services sector, offering a comprehensive suite of energy supply, distribution, and engineering and advisory solutions through its Al Shola Gas and BrightHy brands. Al Shola Gas provides full-service industrial gas solutions, including the design, supply, and maintenance of liquefied petroleum gas (LPG) systems, as well as the transport and distribution of LPG to a broad range of customers across commercial, industrial, and residential sectors. BrightHy, the Company’s newly launched hydrogen solutions platform, focuses on delivering innovative engineering and advisory services that enable decarbonization across hard-to-abate industries.

Learn more about Fusion Fuel by visiting our website at https://www.fusion-fuel.eu and following us on LinkedIn.

Forward-Looking Statements

This press release includes “forward-looking statements.” Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Fusion Fuel has based these forward-looking statements largely on its current expectations, including but not limited the ability of the investment reported on to be consummated as anticipated. Such forward-looking statements are subject to risks and uncertainties, including without limitation, the Company’s ability to enter into a definitive share purchase agreement with the shareholders of the Target, the ability of the parties to complete their due diligence and all other closing conditions, the Company’s ability to complete the proposed acquisition and integrate the Target’s business, obtain all necessary regulatory and other consents and approvals in connection with the transaction, andthose set forth in Fusion Fuel’s Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 30, 2024, which could cause actual results to differ from the forward-looking statements.

Investor Relations Contact

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FAQ

What is the total value of Fusion Fuel's (HTOO) proposed UK acquisition?

The total acquisition value is £50 million, structured as a combination of cash payments (£40 million) and company shares (£8 million).

How will Fusion Fuel (HTOO) finance the British fuel distribution company acquisition?

The acquisition will be financed through £25 million in debt financing, £2 million from capital raise, £8 million in shares, and two £7.5 million cash payments at 9 and 18 months post-closing.

What are the target company's financial metrics for 2023-2024?

The target reported $50M revenue/$4M net income in 2023, growing to $54M revenue/$7M net income in 2024.

What conditions must be met for Fusion Fuel's (HTOO) UK acquisition to close?

The acquisition requires completion of due diligence, negotiation of definitive agreements, and obtaining regulatory approvals.