PARIS & NEWPORT BEACH, Calif.--(BUSINESS WIRE)--May 10, 2018--
Total
SA (CAC: TOTF. PA) and Clean
Energy Fuels Corp. (Nasdaq: CLNE)
today announced that the two companies have entered into a broad
strategic agreement to drive deployment of new natural gas heavy-duty
trucks. Total has agreed to purchase up to 50.8 million shares of Clean
Energy’s common stock for $83.4 million, to become Clean Energy’s
largest stockholder with ownership of 25% of Clean Energy’s outstanding
shares of common stock. This transaction is subject to, among other
things, Clean Energy obtaining the approval at its stockholders’
meeting, which was originally scheduled for May 30, 2018 and which Clean
Energy is announcing will be postponed to June 8, 2018.
This press release features multimedia. View the full release here:
https://www.businesswire.com/news/home/20180510005412/en/
Andrew Littlefair, CEO of Clean Energy, and Patrick Pouyanné, CEO of Total (Photo: Business Wire)
Clean Energy, with support from Total, also plans to launch an
innovative leasing program that is intended to place thousands of new
natural gas heavy-duty
trucks on the road and fueling at Clean
Energy stations. As presently contemplated, this program will allow
fleets to begin driving heavy-duty trucks with the cleanest
engine in the world at no increased cost compared to the diesel
alternative, while also guaranteeing a discounted natural gas fuel price
to diesel. Total intends to provide up to $100 million of credit support
for the program, which the companies expect to launch in Q3 2018.
“Customers and regulators around the world are demanding cleaner
transportation alternatives, particularly in the heavy-duty market,”
said Patrick Pouyanné, Chairman and CEO of Total. “Natural gas can
become the fuel of choice. Total believes there is a strong development
opportunity in the natural gas for transportation market in particular
in the United States which benefits from unique giant low-cost gas
resources. Total is looking forward to partnering with Clean Energy to
accelerate the remarkable innovation capacities of this company.”
Promoting the use of natural
gas and increasing its share in Total’s overall output are part of
Total’s integrated strategy to expand its low carbon businesses. Total
has vast experience with natural gas, with operations on five
continents, making Total one of the world’s largest leaders all along
the natural gas value chain, including with liquefied natural gas (LNG)
positions in the U.S.
“There couldn’t be a better endorsement for the future of natural gas
heavy-duty trucking in North America than for Total, one of the largest
energy companies in the world, to step up with this investment,”
said Andrew J. Littlefair, CEO and president of Clean Energy. “Being
a European-based company, Total is all too aware of the opportunity to
transition to cleaner alternative fuels. Launching the financing program
should expedite the adoption of natural gas as the most environmentally
friendly fuel for the trucking industry.”
Clean Energy will host a conference call today at 10:00 am EDT (7:00 am
PDT) with its CEO, Andrew Littlefair, to discuss this new partnership
with Total. Investors interested in participating in the live call can
dial 1-800-289-0438 from the U.S. and international callers can dial
1-323-794-2423. A telephone replay will be available approximately two
hours after the call concludes through June 10, 2018, by dialing
1-844-512-2921 from the U.S. and 1-412-317-6671 internationally. The
replay PIN number is 6756866. There also will be a simultaneous live
webcast available on the Investor Relations section of Clean Energy’s
website at www.CleanEnergyFuels.com,
which will be available for replay for 30 days.
About Total
Total is a global integrated energy producer and provider, a leading
international oil and gas company, and a major player in low-carbon
energies. Our 98,000 employees are committed to better energy that is
safer, cleaner, more efficient, more innovative and accessible to as
many people as possible. As a responsible corporate citizen, we focus on
ensuring that our operations in more than 130 countries worldwide
consistently deliver economic, social and environmental benefits.
About Clean Energy
Clean Energy Fuels Corp. is the leading provider of natural gas fuel and
renewable natural gas (RNG) fuel for transportation in North America
with a network of over 550 stations across North America that we own or
operate. We build and operate compressed natural gas (CNG) and liquefied
natural gas stations (LNG) and deliver more CNG, LNG and RNG vehicle
fuel than any other company in the U.S. Clean Energy sells Redeem RNG
fuel and believes it is the cleanest transportation fuel commercially
available, reducing greenhouse gas emissions by up to 70%. Clean Energy
owns natural gas liquefaction facilities in California and Texas which
produces LNG for the transportation and other markets. For more
information, visit www.CleanEnergyFuels.com.
Cautionary note from Total
This press release, from which no legal consequences may be drawn, is
for information purposes only. The entities in which TOTAL S.A. directly
or indirectly owns investments are separate legal entities. TOTAL S.A.
has no liability for their acts or omissions. In this document, the
terms “Total” and “Total Group” are sometimes used for convenience where
general references are made to TOTAL S.A. and/or its subsidiaries.
Likewise, the words “we”, “us” and “our” may also be used to refer to
subsidiaries in general or to those who work for them.
This document may contain forward-looking information and statements
that are based on a number of economic data and assumptions made in a
given economic, competitive and regulatory environment. They may prove
to be inaccurate in the future and are subject to a number of risk
factors. Neither TOTAL S.A. nor any of its subsidiaries assumes any
obligation to update publicly any forward-looking information or
statement, objectives or trends contained in this document whether as a
result of new information, future events or otherwise.
Forward-Looking Statements from Clean Energy
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, including statements about, among
other things: Clean Energy’s ability to obtain stockholder approval for
and effect the proposed investment by Total, which is subject to the
satisfaction or waiver of certain conditions and may not occur at the
level or otherwise as expected or at all, and the potential impact of
this investment on Clean Energy’s business, liquidity or performance;
the truck leasing program and related credit support arrangement
proposed to be launched by Clean Energy and Total, including the
parties’ ability to negotiate and enter into definitive agreements for
such program and arrangement (which are currently the subject of a
non-binding letter of intent) and, if launched, the potential impact of
this program and arrangement on the volume and rate of adoption by
fleets and other consumers of natural gas as a vehicle fuel and on Clean
Energy’s business and performance; and the benefits of natural gas
(including RNG) as an alternative vehicle fuel, including economic and
environmental benefits.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual achievements,
performance or other events to be materially different from any future
achievements, performance or other events expressed or implied by the
forward-looking statements. Factors that might cause or contribute to
such differences include, among others: Clean Energy’s and Total’s
ability to satisfy all of the conditions required to complete Total’s
proposed investment in Clean Energy, some of which may not be within the
control of the parties; Clean Energy’s and Total’s ability to agree on
the terms of and launch the proposed truck leasing program, and
acceptance by truck operators of the same; future supply, demand, use
and prices of crude oil, gasoline, diesel, natural gas, other vehicle
fuels, and heavy-duty trucks and other vehicles and engines powered by
these fuels, including overall levels of and volatility in these
factors; the willingness of fleets and other consumers to adopt natural
gas (including RNG) as a vehicle fuel, and the rate of any such
adoption; Clean Energy’s ability to capture a substantial share of the
market for alternative vehicle fuels and vehicle fuels generally and
otherwise compete successfully in these markets; Clean Energy’s ability
to accurately predict natural gas vehicle fuel demand in the geographic
and customer markets in which it operates and effectively calibrate its
strategies, timing and levels of investments to be consistent with this
demand; Clean Energy’s ability to recognize the anticipated benefits of
its natural gas fueling station network; Clean Energy’s ability to
manage and grow its RNG business; changes to federal, state or local
greenhouse gas emissions regulations or other environmental regulations
applicable to natural gas production, transportation or use; and general
political, regulatory, economic, market and other conditions.
As a result of these and other potential risks and uncertainties, the
forward-looking statements made in this press release should not be
relied on or viewed as predictions of future events. All forward-looking
statements in this press release are made only as of the date of this
press release and, except as required by law, Clean Energy undertakes no
obligation to update publicly any forward-looking statements for any
reason, including to conform these statements to actual results or to
changes in expectations. Additionally, the reports and other documents
Clean Energy files with the Securities and Exchange Commission (SEC),
available at www.sec.gov,
contain additional information about these and other risk factors that
may cause actual results to differ materially from the forward-looking
statements contained in this press release.
Additional Information
On May 10, 2018, Clean Energy filed a preliminary proxy statement
supplement to amend and supplement its definitive proxy statement dated
April 20, 2018, each related to Clean Energy’s 2018 annual stockholders’
meeting. The preliminary proxy statement supplement contains a unanimous
recommendation by Clean Energy’s board of directors to approve, among
other proposals, the issuance of shares of Clean Energy’s common stock
to Total for the proposed investment described above. Clean Energy will
file with the SEC a definitive version of the proxy statement supplement
in accordance with applicable SEC rules, and will also distribute to
stockholders the definitive version of the proxy statement supplement as
soon as practicable after it becomes available. As a result, the
information contained in the preliminary proxy statement supplement is
not complete and may be changed in the definitive version. Before making
any voting decision, Clean Energy’s stockholders and other interested
persons are advised to read all relevant documents Clean Energy files
with or furnishes to the SEC, including the preliminary proxy statement
supplement, the definitive proxy statement supplement (when available),
and the definitive proxy statement dated April 18, 2018 as originally
filed, because these documents will contain important information.
Stockholders can obtain copies of the definitive proxy statement dated
April 18, 2018 and the preliminary proxy statement supplement, and when
available, will be able to obtain copies of the definitive proxy
statement supplement, without charge at the SEC’s website at www.sec.gov.
or at Clean Energy’s website at www.cleanenergyfuels.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180510005412/en/
Source: Clean Energy Fuels Corp.
Total contacts
Media Relations:
+33 1 47 44 46 99
presse@total.com
@TotalPress
or
Investor
Relations:
+44 (0)207 719 7962
ir@total.com
or
Clean
Energy contacts
Media Relations:
Gary Foster,
1-949-437-1113
gary.foster@cleanenergyfuels.com
or
Investor
Relations:
1-949-437-1407
Investors@cleanenergyfuels.com