Stabilis Energy, Inc. (“Stabilis”) f/k/a American Electric
Technologies, Inc. (“American Electric” or “AETI”) today
announced that the share exchange transaction (the “Transaction”)
with Stabilis Energy LLC and its subsidiaries was completed on July
26, 2019. The Transaction and its related proposals,
including a company name change and a reverse stock split, were
approved by American Electric’s stockholders at a Special Meeting
of Stockholders on July 17, 2019. As of today, the company
will operate under the name Stabilis Energy, Inc. and its common
stock will commence trading on the Nasdaq Capital Market under the
ticker symbol “SLNG”. In addition, the company’s shares
outstanding will reflect a one-for-eight reverse split.
“Stabilis is pleased to complete this
transaction with AETI,” commented James Reddinger, President and
Chief Executive Officer of Stabilis. “We believe that this
transaction positions Stabilis to become a leading North American
small-scale LNG production and distribution company. We will
focus on consolidating existing LNG assets, as well as investing in
new assets in the United States, Mexico, and Canada. We look
forward to providing great LNG solutions to our customers and
creating value for our shareholders.”
As a result of the reverse stock split, every
eight shares of American Electric common stock outstanding
immediately prior to the reverse stock split was combined into one
share of Stabilis Energy, Inc. common stock. No fractional shares
are being issued in connection with the reverse stock split. In
lieu of fractional shares, cash will be issued based on the closing
price of American Electric common stock on the Nasdaq Capital
Market on July 26, 2019.
As a result of the completion of the share
exchange, the former holders of Stabilis Energy LLC and its
subsidiaries own 90% of the combined company and the former
American Electric stockholders own 10% of the combined company.
Approximately 14,645,917 shares of Stabilis Energy, Inc. common
stock are issued and outstanding as a result of the completion of
the share exchange and reverse stock split. The new CUSIP number is
85236P 101.
Stabilis Energy, Inc. operates under the
leadership of James Reddinger as President and Chief Executive
Officer and Andrew Puhala as Chief Financial Officer. Casey
Crenshaw serves as the Executive Chairman. The board of
directors is comprised of nine members, including: Casey Crenshaw
(Chairman), James Reddinger, James Aivalis, Will Crenshaw, Ben
Broussard, Arthur Dauber, Mushahid Khan, Edward Kuntz and
Peter Mitchell. Messrs. Khan, Kuntz and Mitchell are
independent directors and will constitute the Audit Committee.
Simmons Energy, a division of Piper Jaffray
& Co., acted as transaction advisor and Thompson & Knight
LLP acted as legal advisor to Stabilis. Oppenheimer acted as
transaction advisor and Locke Lord LLP acted as legal advisor to
AETI.
About Stabilis Energy, Inc.
Stabilis Energy, Inc. is a vertically integrated
provider of small-scale liquefied natural gas (“LNG”) production,
distribution and fueling services to multiple end markets in North
America. Stabilis has safely delivered over 200 million
gallons of LNG through more than 20,000 truck deliveries during its
15-year operating history in the LNG industry, which it believes
makes it one of the largest and most experienced small-scale LNG
providers in North America. Stabilis’ customers use LNG
as a fuel source in a variety of applications in the industrial,
energy, mining, utilities and pipelines, commercial, and high
horsepower transportation markets. Stabilis’ customers use LNG as
an alternative to traditional fuel sources, such as distillate fuel
oil and propane, to lower fuel costs and reduce harmful
environmental emissions. Stabilis’ customers also use
LNG as a “virtual pipeline” solution when natural gas pipelines are
not available or volumes are curtailed. Stabilis Energy,
Inc. is headquartered in Houston, Texas.
Cautionary Statement Regarding Forward-Looking
Statements
This press release includes “forward-looking
statements” within the meaning of the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995 and within
the meaning of Section 27a of the Securities Act of 1933, as
amended, and Section 21e of the Securities Exchange Act of
1934, as amended. Any actual results may differ from expectations,
estimates and projections presented or implied and,
consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “can”,
“believes,” “expects,” “could,” “will,” “plan,” “may,” “should,”
“predicts,” “potential” and similar expressions are intended to
identify such forward-looking statements.
Such forward-looking statements relate to future
events or future performance, but reflect the parties’ current
beliefs, based on information currently available. Most of these
factors are outside the parties’ control and are difficult to
predict. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and
results discussed in the forward-looking statements. Factors that
may cause such differences include, among other things: the future
performance of Stabilis, future demand for and price of LNG,
availability and price of natural gas, unexpected costs, and
general economic conditions.
The foregoing list of factors is not exclusive.
Additional information concerning these and other risk factors are
contained in the definitive proxy statement filed by AETI with the
SEC on June 13, 2019 and its Annual Report on
Form 10-K for the year ended December 31, 2018, filed
with the SEC on April 16, 2019. All subsequent written and oral
forward-looking statements concerning Stabilis, or other matters
and attributable to Stabilis, or any person acting on its behalf
are expressly qualified in their entirety by the cautionary
statements above. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. Stabilis does undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in their
expectations or any change in events, conditions or circumstances
on which any such statement is based, except as required by
law.
Investor Contact:
Andrew PuhalaChief Financial
Officer832-456-6500andy.puhala@stabilisenergy.com
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