Hanwha SolarOne, Q CELLS Announce Definitive Share Purchase Agreement

(RTTNews) - Hanwha SolarOne Co., Ltd. (HSOL), Hanwha Solar Holdings Co., Ltd. or HSH and Hanwha Q CELLS Investment Co., Ltd. or Q CELLS announced a definitive share purchase agreement to create a new global leader in solar power.

The company said 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.

As per the agreement terms, 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 about $2.0 billion based on the closing price of SolarOne's American depositary shares as quoted by NASDAQ on December 5, 2014.

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.

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.

According to the terms of the transaction, SolarOne will issue approximately 3.7 billion SolarOne ordinary 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.