Hanwha SolarOne 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
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’sDecember 5, 2014 closing share price, the implied equity value for Q CELLS is approximately $1.2 billion.
Alstom inaugurated France’s first offshore wind turbine production plants. Those new facilities will manufacture nacelles and generators for the Haliade™ 150-6MW turbines. The towers and blades, they will be made in the Alstom plants in Cherbourg. Construction work begun in May 2013 was completed this autumn, once the equipment was transferred from the temporary facility to the final plants.
The two new factories have been sized to each produce up to 100 wind turbines per year. They will be fully operational in early 2015, with production expected to start in the first quarter of 2015. An early project will be to build non-standard turbines, including 5 intended for the Block Island wind farm in the US, which are expected to be commissioned in 2016 and represent France’s first export contract in the offshore wind energy sector, as well as being the first offshore project in the United States.
The plants in Saint-Nazaire will also be assembling the 238 offshore turbines that are planned to equip the three facilities installed by EDF, the exclusive partner of Alstom on the French market, in Saint-Nazaire, Courseulles-sur-Mer and Fécamp starting in 2017.
This Haliade™ 150-6MW wind turbine is designed for a marine setting. Thanks to a rotor exceeding 150 metres in diameter, the turbine’s yield is 15% higher than that of other same-generation wind turbines. With 6 MW of power, it is capable of supplying the equivalent of 5,000 households per annum and can save over 21,000 tonnes of CO2 every year.
For the first time in company history, solar energy is part of the energy mix being delivered to Ameren Missouri’s 1.2 million electric customers. Following more than a month of successful testing, the O’Fallon Renewable Energy Center, Ameren Missouri’s first solar center and the largest investor-owned utility scale solar…
Hanwha SolarOne, a top-10 global photovoltaic manufacturer of solar modules, will build a new solar photovoltaic (PV) module factory in Eumseong, Chungbuk, South Korea. Hanwha SolarOne expects to invest $12 million to build the facility, which is scheduled to begin production in the second quarter of 2015 with an annual capacity of 230 megawatts (MW).
According to Hanwha SolarOne, the company is building the new factory to service local Korean demand as well as further diversify the company’s manufacturing capacity. In addition this will give Hanwha SolarOne the ability to supply tariff-free modules to the U.S.
“Hanwha SolarOne is proud to help South Korea become greener with clean solar electricity,” said Seong-woo Nam, chief executive officer of Hanwha SolarOne. “This new facility will also further diversify our manufacturing footprint, allowing us to offer tariff free modules to the U.S. The Hanwha Group has successfully managed trade disputes in dozens of industries over the last 60 years, something no other tier-one solar manufacturer can claim.”
Hanwha SolarOne will hire about 200 new employees to work at the facility, including research and development personnel to focus on developing innovative module technology.
The new plant will add to current expansions already underway to bring the company’s cell production capacity to 1.5 gigawatts (GW) and module production to 2 GW by the end of this year. Once the new module factory is complete in South Korea, Hanwha SolarOne’s total module production capacity will reach 2.23 GW.
The issue of the Production Tax Credit for investment in wind power projects is critical to the continued growth of the wind industry, I hope and pray our lawmakers come down on the right side of history on this. I’ll publish the news as soon as I get it. The following comes from the American Wind…
EBRD finances first large-scale wind farm in Kazakhstan ishkek (AKIpress) – In a landmark project for Kazakhstan’s renewables industry, the European Bank for Reconstruction and Development (EBRD) is supporting the first large-scale wind farm in the country to be financed under the new feed-in-tariff mechanism. The EBRD and the Clean Technology Fund (CTF) will finance the…
MUMBAI, India, PFORZHEIM and FREIBURG, Germany, November 27, 2014 /PRNewswire/ — Indian government increases solar energy targets to an additional 100 GW by 2022 The sixth Intersolar India, India’s largest exhibition and conference for the solar industry, drew to a close on November 20. Here, 160 international exhibitors from the fields of photovoltaics (PV), PV production…
Brett Smith for redOrbit.com – Your Universe Online Sawdust has often been used to soak up spills on a garage floor, but a team of European scientists may have found another way to connect sawdust and automobiles – by using a chemical process to convert the cellulose in sawdust into a gasoline precursor. “At the molecular…
Just days before the Abu Dhabi Grand Prix, Formula One drivers Romain Grosjean and Pastor Maldonado, who drive for the Renault-powered Lotus F1 Team, electrified the world’s largest shopping and entertainment destination through 100% electric vehicle, Renault Twizy.
Renault has teamed up with Formula 1 drivers and The Dubai Mall to make an original film featuring Renault Twizy, a car which uses technology from the world of Formula One. Avant-garde design, fun to drive and easy to recharge, Twizy is the first electric car available in the U.A.E.
Through the electrically-powered car the drivers raced down the alleys of The Dubai Mall, while visitors were gazing at the unusual scenes. From the Fountains to the Aquarium and even the ice rink, drivers went around iconic places of the famous Mall.
Renault Twizy has definitely charmed Lotus F1 drivers and the visitors of The Dubai Mall!