Nextchem and newcleo sign binding agreements to form JV Nextcleo

newcleo will take a 40% stake in Nextcleo and NEXTCHEM will be granted newly issued shares for up to 5% of newcleo’s share capital at the current pre-money valuation

MAIRE announces that its subsidiary NEXTCHEM and newcleo SA (newcleo) have signed binding agreements to establish Nextcleo S.p.A. (Nextcleo), a newly incorporated joint venture company between NEXTCHEM and newcleo, in order to develop the conventional island and balance of plant of new generation commercial-scale nuclear plants based on newcleo’s 200 MWe Advanced Modular Reactor (AMR).

NEXTCHEM will own 60% of Nextcleo’s share capital and newcleo the remaining 40%. Nextcleo will be fully consolidated by NEXTCHEM, which will retain operational control. The binding agreements also provide that NEXTCHEM will simultaneously be granted an initial stake of approximately 1.25% of newcleo shares, increasing to around 5% at newcleo’s current pre-money valuation, upon the achievement of specific development milestones.

The agreement provides for a lock-up period of 7 years from the signing of the relevant shareholders’ agreement which does not apply to the newcleo stake to be granted to NextChem. After the lock-up period, a pre-emption right is granted in favor of the other party.

Closing is expected in the second half of 2025 and is subject to customary conditions for transactions of this kind, including the authorization under the Italian Golden Power regulation.

Nextcleo will leverage the expertise of both shareholders and develop its own new IP. In particular, newcleo will develop the Nuclear Island based on its own LFR (Lead-cooled Fast Reactor)-AS-200 technology, while NEXTCHEM will leverage its own distinctive know-how to enable Nextcleo to deliver the Process Design Package, as well as the critical proprietary equipment relevant to the Conventional Island and Balance of Plant of the Nuclear Power Plant, and to provide project management/integration services to newcleo for the LFR technology.

TECNIMONT will be granted a preferred partner status for the delivery of projects, thanks to its state-of-the-art modularization approach to optimize construction and planning methodologies, reducing time and costs.

Alessandro Bernini, CEO of MAIRE, commented: “We are very happy to join forces with newcleo to set a new standard in the energy transition arena. With Nextcleo we start a new path to industrialize carbon-neutral chemistry models based on safe, reliable and competitive energy supply.”

Stefano Buono, CEO and founder of newcleo, said: “We are proud to welcome MAIRE through NEXTCHEM among our shareholders, sealing a long-term partnership that will combine the expertise of both companies to create innovative solutions for the nuclear industry. This collaboration will leverage MAIRE's proven track record in complex industrial projects while accelerating the commercialization of our lead-cooled fast reactor technology. Our project is taking a further step to convert vision into reality."