Description of Merger Transaction. On May 8, 2007, Catalytica Energy Systems, Inc. (“Catalytica”) entered into a definitive contribution and merger agreement (the “Merger Agreement”) to combine its business with Snowflake White Mountain Power, LLC, Renegy, LLC and Renegy Trucking, LLC (collectively, the “Snowflake entities”), businesses engaged in creating and operating renewable energy power projects and harvesting biomass fuel, and which comprise the renewable energy divisions of NZ Legacy, LLC, a privately owned Arizona land, mineral and energy development company. At a special stockholders meeting on September 27, 2007, Catalytica stockholders holding a majority of the Catalytica common stock outstanding approved adoption of the Merger Agreement. On October 1, 2007, the transactions contemplated by the Merger Agreement were consummated (the “Merger Transaction”) and Catalytica and the Snowflake entities became wholly-owned subsidiaries of Renegy Holdings, Inc. (“Renegy”, the “Company”, “we”, “us”, or “our”). In connection with the Merger Transaction, Catalytica terminated its registration under the Securities Exchange Act of 1934 with its filing of Form 15 on October 2, 2007. A copy of the complete Merger Agreement, including Amendment No. 1 to the Merger Agreement, can be located in Amendment No. 2 to Form S-4 filed by Renegy with the Securities and Exchange Commission (“SEC”) on August 31, 2007. A copy of Amendment No. 2 to the Merger Agreement is attached as Exhibit 2.1 to Renegy’s Form 8-K filed with the SEC on September 21, 2007. In connection with the Merger Transaction, Catalytica stockholders received approximately 41.3% of the outstanding shares of Renegy, subject to adjustment as described in Note 1.
Description of Merger Transaction
