Hanwha SolarOne Co., Ltd., Hanwha Solar Holdings Co., Ltd. and Hanwha Q CELLS Investment Co., Ltd. announced today a definitive share purchase agreement. 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. 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."
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.
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.
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.
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.