Renewable Energy Group, Inc. and Imperium Renewables, Inc. signed an agreement on July 31 whereby REG would acquire substantially all the assets of Imperium, including a 100-million gallon nameplate capacity biomass-based diesel refinery and deepwater port terminal at the Port of Grays Harbor, Wash., U.S.A.

Under the terms of the agreement, REG will pay Imperium USD 15 million in cash and issue 1.5 million shares of REG common stock in exchange for substantially all of Imperium’s assets. In addition to these payments, REG will pay either USD 1.75 million in cash or 175,000 shares of REG common stock at closing as elected by REG.

For two years after closing, Imperium may receive up to a USD 0.05 per gallon payment for biomass-based diesel produced and sold. In addition, at closing Imperium will retain its net working capital value of approximately USD 25 million. REG will also assume USD 5.2 million of Imperium’s debt from Umpqua Bank, which has agreed to provide REG Grays Harbor, LLC with an additional loan capacity of up to USD 5 million to fund capital expenditures and improvements at the Grays Harbor facility.

Closing is subject to satisfaction of customary closing conditions.

“Bringing the Imperium assets and their team into the REG network is a tremendous addition to our business,” said REG President and CEO Daniel J. Oh. “As we combine our companies, we will expand the reach of REG along the west coast, including production and distribution. We already sell into these markets as they have responded to the call for more clean, advanced biofuels through low-carbon fuel standards. This will enable REG to be more efficient and timely in our delivery and improve our supply assurance. We look forward to working with Imperium’s experienced staff and plant employees, maintaining operational activities at Grays Harbor, and becoming active members of the community working with the Port of Grays Harbor and the cities of Hoquiam and Aberdeen.”

“REG’s growth over the last eight years has made them an industry leader and our biodiesel facility in Hoquiam will greatly expand their domestic production footprint and continued success,” said John Plaza, president and CEO of Imperium Renewables. “We hope our facility will help them continue to grow and diversify biofuel production and sales both locally and around the region.”

Based in Ames, Iowa, REG is the leading North American producer and marketer of biomass-based diesel, with 10 active biorefineries across the U.S.A. and a nationwide production, distribution and logistics system.

Seattle-based Imperium Renewables began developing proprietary technology and processes in the production of biodiesel in 2004. The Grays Harbor refinery became operational in August 2007 and is well positioned for advanced biofuel production, storage and transport from southern California to western Canada.

The fully operational 100-million-gallon nameplate capacity biorefinery will be renamed REG Grays Harbor, LLC. The facility includes 18 million gallons of storage capacity and a terminal that can accommodate feedstock intake and fuel delivery on deep-water PANAMAX class vessels, as well as possessing significant rail and truck transport capability.