Two Solar Industry Pioneers Merge

Two long-time players in the solar installation industry are merging.

Real Goods Solar, Inc. (Nasdaq: RSOL) and Earth Friendly Energy Group Holdings, LLC, which does business as Alteris Renewables, Inc., will combine to expand their geographical reach and capabilities in the US.

The merger brings together two pioneers in the solar industry, each with more than 30 years of experience in their respective markets.

The companies will combine under the well-known Real Goods Solar name and will have more than a dozen offices, covering both coasts and offering a full range of solar capabilities including design, build, finance, and operate.

"Together, we are a much stronger company with a better ability to compete in the market that we established when Real Goods Solar sold the very first solar panel to the public in 1978," says Real Goods President John Schaeffer. "We can leverage our complementary expertise and geographies to accelerate the adoption of clean energy across the country."

Real Goods Solar will issue 8 million unregistered shares of its Class A common stock to Alteris equity holders for 100% of Alteris’ outstanding equity. The number of shares to be issued could be increased from an earn-out based on Alteris’ 2011 financial performance and achieving certain milestones.

Real Goods Solar has reported internal growth and profitability for seven consecutive quarters. During the 12 months following the merger, Real Goods Solar says it expects to report revenue approaching $200 million.

Real Goods Solar also announced that Bill Yearsley has joined the Company as CEO and has been elected to the board of directors. Yearsley was Chairman and CEO of the Construction and Aggregate Group, and an Executive Director of Redland PLC, a $4.2 billion revenue company traded on the London Stock Exchange. Redland had over 20,000 employees operating in 34 countries in the construction contracting and materials sector.

Reporting to Bill Yearsley will be Real Goods Solar’s President, John Schaeffer, who will become President of Residential Solar; Alteris’ Head of Commercial, Ron French, who will become President of Commercial Solar; and CFO, Erik Zech.

Steven Kaufman, current CEO and board member of Alteris, will join Real Goods Solar’s board and will leave his operating position at Alteris. David Belluck, Chairman of Alteris and General Partner with Riverside Partners, based in Boston, who is the controlling investor of Alteris, will also join Real Goods Solar’s board. Jirka Rysavy, Chairman of Gaiam, Inc., will continue as Real Goods Solar’s Chairman.

The merger is subject to approval by Real Goods Solar’s shareholders and is expected to close in Q311. Gaiam, Inc., the creator of Real Goods Solar who holds a majority of Real Goods Solar’s voting securities, has indicated that it will vote in favor of the merger.

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