African Discovery Group and MPS Infrastructure to merge in controversial stock-based deal

In Cairo, Egypt, on December 5, 2024, African Discovery Group (AFDG) announced that it has signed a letter of intent for a business combination with MPS infrastructure Inc. This stock-based transaction aims to create a sustainable energy and water company, with the new entity expected to focus on developing and operating a project for the supply of Green Hydrogen at Abu Qir Fertilizer's Facility in Alexandria. The 125 MW Electrolyzer facility is projected to generate 50 metric tons of Green Hydrogen and 400 metric tons of medical-grade oxygen each day, thereby contributing to reducing the carbon dioxide footprint associated with traditional fossil fuel-derived hydrogen production. The deal is expected to close in the fourth quarter of 2024, pending shareholder approval and customary due diligence procedures. As part of this transaction, AFDG will issue shares to MPS infrastructure and its existing operational team, with current AFDG shareholders anticipated to retain minority ownership in the new company. In preparation for the merger, AFDG will also hire a new Chief Executive Officer, with Bjorn Q Aaserod, the current executive chairman of MPS, set to remain in his position, while Alan Kessler, the current Chairman and CEO of AFDG, will resign from his CEO role but continue as a member of the board of directors. The anticipated company name change reflects the innovative direction of the combined entity, emphasizing the paradigm shift toward sustainable energy solutions. The strategic purpose of this merger rests on the emphasis of transitioning toward environmentally friendly resources while integrating operational efficiency and sustainability into business models. The future governance of the newly formed organization will involve a blend of current MPS directors and newly proposed members, ensuring a balanced and diverse leadership team as they aim for a potential uplisting on a major U.S. exchange in the coming months, thus enhancing their capital access and market visibility.