Via its group company LDK Solar Germany Holding GmbH, LDK Solar Co., Ltd. (LDK:US, LDK.N, ISIN US50183L1070), which is listed on the New York Stock Exchange (NYSE), will acquire approximately 33 percent of Sunways AG’s (SWW:GR, SWWG.DE, ISIN DE0007332207) increased share capital following a capital increase from its authorized capital. A corresponding resolution was passed today by the Management Board of Sunways AG with the consent of the company’s Supervisory Board. An investment agreement with LDK Solar Germany Holding GmbH and LDK Solar Co., Ltd. also approved by the Supervisory Board of Sunways AG was signed at the same time.
LDK Solar Group is among the world’s ten largest photovoltaic companies in terms of sales. As the world’s largest fully integrated manufacturer of silicon, wafers, solar cells and solar modules, LDK Solar has supplied raw materials to Sunways AG for many years and, in 2010, also entered into a cooperation arrangement relating to the production of Sunways solar modules.
“We are happy that we have found in LDK a strategic anchor investor who shares our vision of the photovoltaic future and with whom we were able to develop over many years of intensive cooperation a relationship of trust with the highest appreciation and respect“, says Michael Wilhelm, the Chairman of the Management Board (CEO) of Sunways.
In the capital increase, LDK Solar Germany Holding GmbH, with its corporate seat in Germany, will subscribe for a total of 5.79 million new shares of Sunways AG to be issued against a cash contribution and contributions in kind. The issue amount of the shares to be granted against the cash contribution amounts to a total of EUR 2,201,805.50. Simultaneously, LDK Solar Germany Holding GmbH has announced its intention to submit to the Sunways shareholders a public takeover offer for all outstanding shares in the company. „We support LDK Solar’s intention to further increase its stake since this would facilitate the realization of synergies on the sales as well as on the cost side and would enable us to demonstrate a specific growth funding“, explains Michael Wilhelm.
Subject to approval of the offer’s publication by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin), the takeover offer is expected to be published in late January 2012. Under this offer, a cash consideration of EUR 1.90 per share is to be offered to the Sunways shareholders. Both the capital increases as well as the completion of the takeover offer have to be formally cleared by the Federal Cartel Office (Bundeskartellamt). Following clearance under cartel law, the offer might be completed in the first quarter of 2012.
“In our opinion, LDK Solar’s investment constitutes clear proof of the technological leadership of Sunways in the area of solar cells and solar inverters. The combination of our established quality, PV system and design competence with the strong competitiveness and sales presence of LDK will open up promising international opportunities for Sunways“, says Michael Wilhelm. Xiaofeng Peng, chairman, CEO and founder of LDK Solar, is also convinced that the cooperation will be successful: “We are investing in Sunways AG because we are convinced of the Sunways products and business model and believe in the market potential of the Sunways brand – a perfect match for both sides.“
Against the background of LDK Solar’s investment, Sunways AG is expected to achieve significant increases in sales and results improvements in particular in Germany and other European countries over the next few years, despite difficult market conditions. „Although it cannot be precluded that, in view of the difficult situation in the industry, further capacity adjustments may be required in the following months, LDK Solar’s investment offers a solid perspective for the future”, says Michael Wilhelm.
By way of the capital increase against contribution in kind, Sunways AG will inter alia acquire the indirect ownership of a company based in China. Thus Sunways AG will have access to LDK Solar’s module production plants in China, which, in addition to cost advantages, will also involve opportunities for the further joint development of high-performance solar modules. In addition, Sunways will be able to position itself from the very beginning in one of the largest PV growth markets thanks to its superior inverter technology and with the aid of the LDK sales presence.
In the context of the investment agreed upon today, Sunways and LDK Solar Germany Holding GmbH also terminated the formerly existing long-term contract for the supply of wafers to Sunways. The terms and conditions of this agreement, from the point of view of Sunways AG, were no longer in line with the current market situation. To this end, the termination agreement has been entered into subject to the condition subsequent that the implementation of the capital increase has not been registered by June 30, 2012. Under the termination agreement, Sunways AG waived a down-payment already made and has agreed to make a final payment to LDK Solar Germany Holding GmbH in the lower double-digit million range (equal to approximately 2 percent of the initial contract volume). The payment claim of LDK Solar Germany Holding GmbH resulting from the termination is considered in the range of around 23 percent in the context of the capital increase as contribution in kind while the remaining amount has been structured as long-term liability.
Following LDK Solar’s investment, Sunways with its headquarters in Konstanz and cell production in Arnstadt is to continue its targeted growth. The same applies to the Sunways brand. According to LDK Solar Germany Holding GmbH and LDK Solar Co., Ltd., no delisting of the company is planned.
