Real Goods Solar and Alteris Renewables to merge

BOULDER & WILTON, USA: Real Goods Solar Inc. and Earth Friendly Energy Group Holdings, LLC, d/b/a Alteris Renewables Inc. have entered into a definitive merger agreement to create a multi-state solar integration powerhouse.

Real Goods Solar will issue 8 million unregistered shares of its Class A common stock to Alteris equity holders for 100 percent 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 strong internal growth and profitability for seven consecutive quarters. During the twelve months following the merger Real Goods Solar expects to report revenue approaching $200 million.

Real Goods Solar also announced today that Bill Yearsley has joined the company as CEO and has been elected to the board of directors. In his career, 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.

Yearsley has extensive acquisition experience, having completed over 40 transactions and was very active in finalizing terms of the Alteris transaction. He is an early investor of a fund that develops utility grade biomass electric generation plants in North America. His residence located in Colorado produces most of its electricity from a hybrid system comprised of wind generation and photovoltaics.

Reporting to Bill Yearsley will be Real Goods Solar's president, John Schaeffer, who will become president of Residential; Alteris' head of Commercial, Ron French, who will become president of Commercial; 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 will bring together two pioneers and leaders in the solar industry, each with more than 30 years of experience in their respective markets. Combining a widely recognized and reputable consumer brand with a premier commercial customer base, a strong array of financing solutions and in-house engineering expertise, this merger will create a leading renewable energy integrator. Real Goods Solar will be well poised to capitalize on strong solar installation growth with more than a dozen offices, covering both coasts with national design-build-finance-operate capabilities.

The merger is subject to approval by Real Goods Solar's shareholders and is expected to close in the third quarter of 2011. 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. For accounting purposes, Alteris' financial results will be consolidated with Real Goods beginning immediately. Real Goods Solar was advised by Stifel Nicolaus Weisel and Alteris Renewables by Canaccord Genuity.