Irish company Fusion Fuel Green PLC has announced the signing of a non-binding agreement to acquire 100% of the share capital of a privately held fuel distribution company based in the United Kingdom. The agreement, referred to as Heads of Terms, includes the full acquisition of the target entity and related companies from its current shareholders.
A complementary portfolio to strengthen operations
For the fiscal year ending April 30, 2024, the target company reported approximately $50mn in revenue and $5mn in net income. This performance improved in the following fiscal year, with revenue reaching $58mn and net income at $7mn. As of April 2025, the company held no structural debt, apart from approximately $1mn in a revolving credit facility.
Under the agreed terms, Fusion Fuel commits to paying a total consideration of £50mn ($63.7mn), including £40mn in debt-financed cash and £10mn in Fusion Fuel ordinary shares. Completion of the deal remains subject to the signing of definitive agreements following an exclusivity period of 90 days, during which the target company has agreed not to negotiate with other parties.
Contractual provisions and closing conditions
The Heads of Terms include equity value protection measures, such as a downside price protection mechanism for sellers, a buy-back option, and an upside cap. The final agreements will also contain standard warranties, mutual covenants on business continuity until closing, and termination clauses.
Closing is conditional upon satisfactory completion of legal, tax, and accounting due diligence, as well as securing approvals from relevant shareholders and boards of directors. Under specific circumstances, either party may owe termination fees.
Strategic positioning in the energy value chain
Fusion Fuel Green Chief Executive Officer John-Paul Backwell stated that the transaction aligns with the company’s strategy of building a diversified portfolio across the energy value chain. He added that the target business complements Fusion Fuel’s Al Shola Gas brand.
No timeline was provided for the signing of the definitive agreements, though Fusion Fuel confirmed that all required diligence processes are underway. The Irish company, listed on Nasdaq, specialises in integrated solutions in the green hydrogen and energy sectors.
