SHANGHAI, China and THALHEIM,
Germany, Dec. 8, 2014 /PRNewswire/ -- Hanwha SolarOne Co.,
Ltd. ("SolarOne") (NASDAQ: HSOL), Hanwha Solar Holdings Co., Ltd.
("HSH") and Hanwha Q CELLS Investment Co., Ltd. ("Q CELLS")
announced today a definitive share purchase agreement to create a
new global leader in solar power. The combined business will be the
largest manufacturer of solar cells with capacity of 3.28 gigawatts
and will have a broader international footprint covering the
largest and fastest-growing solar markets in the world. Under the
terms of the agreement, SolarOne will acquire 100% of the
outstanding share capital of Q CELLS from its sole shareholder,
HSH, in an all-stock transaction with an implied enterprise value
of the combined company at approximately $2.0 billion based on the closing price of
SolarOne's American depositary shares (each of which represents
five ordinary shares of SolarOne) as quoted by NASDAQ on
December 5, 2014 (the last trading
day prior to this announcement). The transaction was approved by
the board of directors of both companies and is expected to close
in the first quarter of 2015, subject to shareholder and regulatory
approvals.
Mr. Seongwoo Nam, chief executive
officer of SolarOne, said, "The combination of SolarOne and Q CELLS
creates a formidable global leader that is well positioned for
long-term growth. Q CELLS brings industry-leading technology and
R&D that can be leveraged across the combined product
portfolio, and downstream expertise in development, EPC and project
financing. At the same time, we plan to leverage SolarOne's
cost-efficient module manufacturing base together with Q CELLS'
industry-leading highly efficient and fully automated cell
manufacturing knowhow to further improve the combined company's
cost competitiveness. Our combined scale and optimized global
footprint will strengthen our strategic and financial position and
should enable us to accelerate growth in the most important solar
markets and increase shareholder value."
Mr. Charles Kim, chief executive
officer of Q CELLS, said, "Q CELLS' commitment to quality,
technology, and innovation has enabled us to become one of the most
respected solar companies with a world-renowned product reputation
and downstream expertise. The merger with SolarOne creates a truly
global platform that will provide us with a platform to achieve
greater economies of scale and facilitate expansion into important
solar markets including China.
Together with SolarOne, we look forward to delivering superior
solar solutions to our customers and growing our global leadership
position."
SolarOne is currently one of the world's largest solar wafer,
cell and module makers with operations and manufacturing centered
in China and more than 7,500
employees across China,
Germany and the United States. The business has a cell and
module production capacity of 1.75 and 2.07 gigawatts,
respectively, and serves customers in Japan, China,
the United States, Korea,
Canada, the United Kingdom, South Africa and Germany.
Acquired by Hanwha Group in 2012, Q CELLS is the largest
supplier of photovoltaic product solutions in Europe (based on global shipments in 2014
year-to-date), and has almost 1,800 employees in Germany and Malaysia. The Q CELLS brand is widely
recognized in the industry for its high quality solar cells and
modules, system solutions and complete power plants, with a cell
and module manufacturing capacity of 1.53 gigawatts and 130
megawatts, respectively. Q CELLS serves customers through its
international sales network covering Germany, Malaysia, Japan, the United
States, Korea, France,
Chile and Australia. Q CELLS generated approximately
$416.1 million in revenue based on
unaudited IFRS financial information for the six months ended
June 30, 2014.
Strategic Benefits of Combination
- Optimized Global Manufacturing Footprint: The combined
company will have a strategically diversified manufacturing
footprint that provides significant competitive advantage. Q CELLS
brings award-winning technology and manufacturing from Germany with a highly efficient and fully
automated manufacturing base in Malaysia that is not subject to US and EU
anti-dumping policies. SolarOne brings a substantial manufacturing
platform in China, with
development of a new facility in Korea planned for 2015. This broad
manufacturing presence is expected to provide greater supply chain
flexibility and resilience, allowing the combined company to reduce
production costs, improve supply chain efficiency and be
well-positioned to navigate trade barriers.
- Complementary Market Positioning: The combined
company will have stronger market positions in the key solar
markets of the United States,
China, Japan and Europe, with the opportunity to further
solidify market share and enter new markets through an integrated
sales and marketing platform.
- Expansion into Downstream: The combined company will
expand into downstream initially leveraging 2.17 gigawatt global
downstream pipeline (including 1.12 gigawatt pipeline under
partnership with Hanwha-affiliated companies), of which 30% is in
late stage and Q CELLS' more than 700 megawatt of project
installation expertise since 2007.
- Premium Technology and R&D: The combined company
plans to leverage Q CELLS premium technology and R&D processes
to improve product performance and reliability, reduce system costs
and drive increased overall return on investment for
customers.
- Revenue, CAPEX / Financing and Cost Synergy Potential:
The combination is expected to create significant cost synergies in
supply chain and corporate operations, as well as efficiencies in
capital expenditure spending and improved access to global capital
markets with improved capital structure. Expansion of the
downstream business and complementary market positions are expected
to drive significant revenue synergies over time.
Based on the unaudited financial information for each of
SolarOne and Q CELLS for the six months ended June 30, 2014 (and after adjusting for
approximately $49 million of
intercompany transactions), the total revenue for the two companies
was approximately $733 million. More
financial information for the combined companies will be provided
in the shareholder circular, which SolarOne expects to be prepared
and mailed to SolarOne's shareholders before the end of
December 2014, which will also be
filed with or furnished to the U.S. Securities and Exchange
Commission.
Seongwoo Nam of SolarOne will
lead the combined business as chairman and chief executive officer,
DK Kim will serve as chief commercial officer, Jinseog Choi will
serve as chief technology officer and Jay
Seo will become chief financial officer. The combined
company's executive headquarters will be located in Seoul, Korea, and its technology and
innovation headquarters in Thalheim, Germany.
SolarOne's board of directors, acting upon the unanimous
recommendation of the special committee (the "Special Committee")
formed by its board of directors, approved the share purchase
agreement for the transaction and resolved to recommend that
SolarOne's shareholders vote to approve the transaction. The
Special Committee, which is comprised solely of independent
directors of SolarOne who are unaffiliated with Q CELLS, Hanwha
Solar Holdings Co., Ltd. ("HSH"), Hanwha Chemical Corporation or
any of the management members of SolarOne, negotiated the terms of
the purchase agreement with the assistance of its financial and
legal advisors.
According to the terms of the transaction, SolarOne will issue
approximately 3.7 billion SolarOne ordinary shares (being the
equivalent of approximately 740.2 million American depositary
shares) to HSH in exchange for the transfer of 100% of the
outstanding share capital of Q CELLS by HSH to SolarOne. The new
shares to be issued by SolarOne to HSH in the transaction represent
approximately 8.09 newly issued shares for each of SolarOne's
currently outstanding shares on a fully diluted basis. If
consummated, the transaction would result in HSH increasing its
ownership of SolarOne from approximately 45.7% to approximately
94%, in consideration of HSH'S transfer of full ownership of Q
CELLS to SolarOne. Based on SolarOne's December 5, 2014 closing share price, the implied
equity value for Q CELLS is approximately $1.2 billion.
The transaction is subject to approval from SolarOne
shareholders in addition to regulatory approvals and other
customary closing conditions.
Credit Suisse is serving as financial adviser and Debevoise
& Plimpton is serving as legal counsel to SolarOne. Citigroup
is serving as financial adviser to Q CELLS and Paul Hastings is serving as legal counsel to Q
CELLS and HSH. Houlihan Lokey is
serving as financial adviser and O'Melveny & Myers LLP is
serving as legal counsel to the Special Committee of SolarOne.
Management Commentary Webcast
In conjunction with this press release a pre-recorded call
offering additional management commentary about the transaction and
its benefits will be available to all investors from 07:00 EST. The pre-recorded remarks and related
information can be accessed via webcast by visiting the investor
information area on the company's website at
http://investors.hanwha-solarone.com. Callers in the US may also
dial 1 (855) 452 5696 and enter conference ID 42738354.
International callers can access the pre-recorded management
remarks by dialing +61 2 8199 0299 and entering conference ID
42738354.
About Hanwha SolarOne
Hanwha SolarOne Co., Ltd. (NASDAQ: HSOL) is one of the top 10
photovoltaic module manufacturers in the world, providing
cost-competitive, high quality PV modules. It is a flagship company
of Hanwha Group, one of the largest business enterprises in
South Korea. SolarOne serves the
utility, commercial, government and residential markets through a
growing network of third-party distributors, OEM manufacturers and
system integrators. The company maintains a strong presence
worldwide, with a global business network spanning Europe, North
America, Asia, South America, Africa and the Middle East. As a responsible company
committed to sustainability, SolarOne is an active member of the PV
Cycle take-back and recycling program. For more information, please
visit: www.hanwha-solarone.com.
About Hanwha Q CELLS
Hanwha Q CELLS is headquartered in Germany and the largest European photovoltaics
provider according to global shipments from January to October in
of 2014. Around the globe the Q CELLS brand is known for solar
modules, system solutions and complete power plants in outstanding
quality – "Engineered in Germany".
The company also offers long-term partnership and financial
stability being part of Hanwha Group – a South Korean Top-Ten
business enterprise and a "FORTUNE Global 500" company. At
its headquarters in Thalheim, Germany, Q CELLS' of R&D, production and
quality management enable the company to develop leading quality
products, as well as manufacturing innovations and quickly transfer
them into mass production. Q CELLS' products are manufactured
according to strict quality standards, mainly in the company´s
production plants in Germany and
Malaysia as well as in cooperation
with partners in Europe and
Asia. Customers of Q CELLS
can purchase Q CELLS´ products via the company´s international
sales network covering Germany
(HQ), Malaysia, Japan, the United
States, Korea, France,
Turkey, Chile and Australia. For more information, visit:
www.q-cells.com
About Hanwha Group
Hanwha Group, founded in 1952, is one of the Top-Ten business
enterprises in South Korea and a
"FORTUNE Global 500" company. Hanwha Group has 51 domestic
affiliates and 113 global networks in three major sectors:
manufacturing and construction, finance, and services and leisure.
With more than 60 years track record of industrial
leadership, Hanwha's manufacturing and construction businesses
encompass a broad range of fields from basic chemicals and advanced
materials to property development and total solar energy solutions.
The finance network, covering banking, insurance, asset
management and securities, is the second largest non-bank finance
group in South Korea. The
services and leisure sector offers premium lifestyle services with
retail and resort businesses. For more information, visit:
www.hanwha.com.
For Investors
Paul Combs
VP of Investor Relations, SolarOne
Tel: +86 21 3852-1533
Mobile: +86 138-1612-2768,
paul.combs@hanwha-solarone.com
Additional Information about the Transaction
The total revenue for SolarOne and Q CELLS for the six month
period ended June 30, 2014 set out
above does not constitute pro forma financial information and is
not necessarily indicative of or intended to represent the results
that would have been achieved had the transaction been consummated
as of January 1, 2014 or that may be
achieved in the future.
In connection with the transaction described in this
announcement (the "Transaction"), SolarOne will furnish to the U.S.
Securities and Exchange Commission (the "SEC") a report on Form 6-K
regarding the Transaction, which will include as exhibits thereto
the share purchase agreement, dated December
8, 2014, among SolarOne, Q CELLS and HSH and a new
shareholder agreement, dated December 8,
2014, between SolarOne and HSH that will, upon consummation
of the Transaction, replace and terminate the existing Shareholders
Agreement, dated September 16, 2010,
by and between SolarOne and HSH, as amended by Amendment No. 1,
dated November 12, 2013. All
parties desiring details regarding the Transaction are urged to
review these documents, which will be available at the SEC's
website (http://www.sec.gov).
In connection with the Transaction, SolarOne will prepare and
mail a shareholder circular to its shareholders, which will be
filed with or furnished to the SEC. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE
SHAREHOLDER CIRCULAR AND OTHER MATERIALS FILED WITH OR FURNISHED TO
THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and shareholders may obtain a free copy of the
shareholder circular and other documents that SolarOne prepares and
mails to its shareholders on SolarOne's website at
www.hanwha-solarone.com. In addition, these documents can be
obtained, without charge, by contacting SolarOne at the Investor
Relations contact provided above.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any
securities.
Safe-Harbor Statement
This press release contains forward-looking statements.
These statements constitute "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and similar
statements. Among other things, the quotations from
management in this press release and SolarOne's operations and
business outlook, contain forward-looking statements. Such
statements involve certain risks and uncertainties that could cause
actual results to differ materially from those in the
forward-looking statements. These risks and uncertainties
include, among others, the timing to consummate the Transaction;
the risk that a condition to the closing of the Transaction may not
be satisfied; the risk that shareholder and any required regulatory
or other approvals for the Transaction are not obtained, are
delayed or are subject to conditions that are not anticipated; the
diversion of management time on Transaction-related issues; the
ultimate timing, outcome and results of integrating the operations
of SolarOne and Q CELLS; the risk that expected synergies and other
benefits from the Transaction may not be realized; and the impact
of any litigation and regulatory proceedings. Further
information regarding these and other risks is included in
SolarOne's filings with the SEC, including its annual report on
Form 20-F. Except as required by law, SolarOne does not
undertake any obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
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SOURCE Hanwha SolarOne Co., Ltd.