SEOUL, South Korea,
Oct. 15, 2018 /PRNewswire/ -- Hanwha
Q CELLS Co., Ltd. ("Hanwha Q CELLS" or the "Company") (NASDAQ:
HQCL), a global leading photovoltaic manufacturer of
high-performance, high-quality solar modules, today announced that
it has entered into a definitive plan of merger (the "Plan of
Merger") with Hanwha Solar Holdings Co., Ltd., a subsidiary of
Hanwha Chemical Corporation incorporated in the Republic of Korea
(the "Hanwha Solar"), pursuant to which the Company will be
acquired by Hanwha Solar in an all-cash transaction implying an
equity value of the Company of approximately $825 million.
Pursuant to the terms of the Plan of Merger, at the effective
time of the merger, each ordinary share of the Company issued and
outstanding immediately prior to the effective time of the merger
(each a "Share") will be cancelled and cease to exist in exchange
for the right to receive $0.20 in
cash without interest, and each American depositary share (each an
"ADS") of the Company, representing 50 Shares, will be cancelled in
exchange for the right to receive $9.90 in cash without interest, except for Shares
(including Shares represented by ADSs) owned by Hanwha Solar.
The merger consideration represents a premium of 50.0% to the
closing price of the Company's ADSs on August 2, 2018, the last trading day prior to
Hanwha Solar's announcement of its proposal to purchase the shares
of the Company that it does not already own, and a premium of 52.0%
to the average closing price of the Company's ADSs during the
3-month period prior to the disclosure of Hanwha Solar's
proposal.
Hanwha Solar intends to fund the merger with equity.
The Company's board of directors (the "Board") established a
committee of independent and disinterested directors to evaluate
the potential transaction (the "Special Committee"). The Special
Committee considered the proposed merger and negotiated the terms
of the Plan of Merger with the assistance of its financial and
legal advisors, and unanimously recommended that the Board approve
the Plan of Merger and the merger. The Plan of Merger and the
merger were also approved by the Audit Committee of the Board.
After considering various factors, including the Special
Committee's unanimous recommendation, and the Audit Committee's
approval, of the Plan of Merger and the merger, the Board approved
the Plan of Merger and the merger. Because Hanwha Solar owns
approximately 93.9% of the Company, shareholder approval of the
Plan of Merger and the merger is not required under the Companies
Law of the Cayman Islands.
The merger is currently expected to close during the first
quarter of 2019. If completed, the merger will result in the
Company becoming a privately owned company, its ADSs will no longer
be listed on the Nasdaq Global Select Market and the ADS program
will be subsequently terminated.
Houlihan Lokey Capital, Inc. is serving as financial advisor to
the Special Committee, Skadden, Arps, Slate, Meagher & Flom LLP
is serving as U.S. legal counsel to the Special Committee, and
Conyers Dill & Pearman is
serving as Cayman Islands legal
counsel to the Special Committee.
Cleary Gottlieb Steen &
Hamilton LLP is serving as U.S. legal counsel to Hanwha Solar, and
Walkers is serving as Cayman
Islands legal counsel to Hanwha Solar.
Additional Information About the Merger
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 6-K regarding the
merger, which will include as an exhibit
thereto the Plan of Merger. All parties desiring details
regarding the merger are urged to review these documents, which
will be available at the SEC's website (http://www.sec.gov).
In connection with the merger, the Company will prepare and mail
a Schedule 13E-3 Transaction Statement (the "Schedule 13E-3"). The
Schedule 13E-3 will be filed with or furnished to the SEC.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND
RELATED MATTERS. In addition to receiving the Schedule 13E-3 by
mail, shareholders also will be able to obtain these documents, as
well as other filings containing information about the Company, the
merger and related matters, without charge, from the SEC's website
(http://www.sec.gov) or at the SEC's public reference room at 100 F
Street, NE, Room 1580, Washington,
D.C. 20549.
About Hanwha Q CELLS
Hanwha Q CELLS Co., Ltd. (NASDAQ: HQCL) is one of the world´s
largest and most recognized photovoltaic manufacturers for its
high-performance, high-quality solar cells and modules. It is
headquartered in Seoul, South
Korea (Global Executive HQ) and Thalheim, Germany (Technology & Innovation HQ) with
its diverse international manufacturing facilities in Malaysia and China. Hanwha Q CELLS offers the full spectrum
of photovoltaic products, applications and solutions, from modules
to kits to systems to large-scale solar power plants. Through its
growing global business network spanning Europe, North
America, Asia, South America, Africa and the Middle East, the company provides excellent
services and long-term partnerships to its customers in the
utility, commercial, governmental and residential markets. Hanwha Q
CELLS is a flagship company of Hanwha Group, a FORTUNE Global 500
firm and a Top 10 business enterprise in South Korea. For more information, visit:
http://www.hanwha-qcells.com.
Safe Harbor Statement
This report contains forward-looking statements that are not
statements of historical fact. 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. Such statements
involve certain risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking
statements. Such risks and uncertainties include pending
administrative and civil actions in the
United States under existing or potential new statutes and
regulations governing trade between the
United States and other countries, and potential
antidumping, countervailing or other duties imposed on goods
imported into the United States,
as well as the Company's access to new capacity from an affiliate.
Further information regarding these and other risks is included in
Hanwha Q CELLS' filings with the SEC, including its annual report
on Form 20-F. Except as required by law, Hanwha Q CELLS 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 Q CELLS Co., Ltd.