M&A - Babcock & Wilcox Enterprises, Inc.

Form Type: 8-K

Filing Date: 2025-06-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925056640

Filing Summary: Babcock & Wilcox Enterprises, Inc. announced that on June 4, 2025, they entered into a Purchase Agreement to sell the equity interests of Diamond Power International, LLC and related assets to entities affiliated with Andritz AG. The total base purchase price is set at $177 million, with provisions for certain offsets and adjustments included in the agreement. The Purchase Agreement entails representations, warranties, and indemnities pertaining to the Sale. Moreover, the Sellers and Buyers have agreed on a non-compete clause for a four-year period regarding the Diamond business and are expected to establish a transition services agreement to support the business during the transition. The announcement was accompanied by a press release on June 5, 2025, which is attached as Exhibit 99.2.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925044533

Filing Summary: On April 29, 2025, Babcock & Wilcox A/S (BWAS), a subsidiary of Babcock & Wilcox Enterprises, Inc., sold a majority of its assets, including intellectual property, specific project contracts, and tangible assets, to Kanadevia Inova Denmark A/S. The transaction involved a simultaneous asset transfer to a newly incorporated BWAS subsidiary (NewCo) and a sale of NewCo to the Buyer under a business transfer agreement (BTA) and share purchase agreement (SPA). The base purchase price is $15 million plus 400,000 Danish krone. BWAS will receive additional payments if the Buyer enters into specific project agreements within five years. A $5 million loan agreement was made, with repayment tied to the transfer of certain intellectual property rights. Transition services, intellectual property licensing, subcontractor agreements, and cooperation memorandums were also established with the Buyer. No material relationship exists between the Company and the Buyer aside from this transaction.