SHANGHAI, Dec. 29, 2014 /PRNewswire/ -- Hanwha
SolarOne Co., Ltd. (the "Company",
or "Hanwha SolarOne"), a top-10 global photovoltaic manufacturer of
high-quality, cost-competitive solar modules, today announced that
it has filed with the Securities and Exchange Commission a
shareholder circular, dated December 24,
2014, related to the December 8,
2014 announcement of a definitive share purchase agreement
to acquire Hanwha Q CELLS Investment Co., Ltd. ("Q CELLS") in an
all-stock transaction (the "Circular").
The Circular contains important information including
shareholder voting instructions, financial information for the
combined entity, detailed financial and operating information about
Hanwha QCELLS and a description of the strategic benefits of the
transaction. The Company strongly recommends that all holders of
Hanwha SolarOne's ADSs and ordinary shares carefully read the
Circular, and in particular, the risks described in "Risk
Factors"in the Circular.
The Circular highlights, among other things, Q CELLS'
strengthening operational and financial performance:
- Revenue growth of 177% for the six months ended June 30, 2014 compared to the same period in the
prior year
- A significant improvement in operating profit to US$7.8 million for the six months ended
June 30, 2014 from US$33.2 million loss from same period in the
prior year
The Circular also highlights financial benefits of the
combination as compared to standalone Hanwha SolarOne (based on
non-GAAP combined financial information as of June 30, 2014 and for the six month period then
ended):
- Combined revenue will more than double to US$733 million
- Gross margin expansion to 14.5% (versus 11.7% for Hanwha
SolarOne alone)
- Significantly improved working capital and operating cash
flow
- 281% increase in cash to almost US$450
million
- Reduced debt-to-equity ratio to 232% (versus 377% for Hanwha
SolarOne alone)
- 129% increase in shareholders' equity to US$674.3 million
Mr. Seong Woo Nam, chairman and
chief executive officer of Hanwha SolarOne, commented: "We believe
that this combination creates a formidable global leader with
strong combined financial
performance that is well-positioned
for long-term growth. The combined company will have a significant
presence in the world's most important solar markets and we look
forward to executing our strategy to drive long-term shareholder
value."
"As stated in the December 8th,
2014 announcement, there are many strategic benefits of the
transaction. Q CELLS brings industry-leading technology and R&D
that can be leveraged across the combined product portfolio, as
well as downstream expertise in development, engineering,
procurement and construction ("EPC") and project financing. At the
same time, the combined company plans to further improve the
combined company's cost competitiveness by leveraging Hanwha
SolarOne's cost-efficient module manufacturing base together and Q
CELLS' industry-leading, highly efficient and fully automated cell
manufacturing capabilities. Hanwha SolarOne believes that the
combined scale and optimized global footprint will strengthen
Hanwha SolarOne's strategic and financial position and should
enable Hanwha SolarOne to accelerate growth in the most important
solar markets."
Mr. Nam also commented on the combined company's broad
geographic footprint and ability to service the US market free of
tariffs. "We are well-positioned to provide high-quality and
high-efficiency 72-cell modules to residential, commercial and
utility markets in the U.S. by leveraging our globally diversified
manufacturing locations in Germany, South
Korea, Malaysia and
Canada. We believe through these
locations we can provide over 600 MW of tariff-free PV modules to
the US in 2015. In addition, we expect to enter 2016 with well over
1 GW of tariff-free capacity to serve the US market, including 800
MW of module capacity in Malaysia
we expect to become fully operational by
the end of 2015."
About Hanwha SolarOne
Hanwha SolarOne Co., Ltd. (NASDAQ: HSOL) is one of the top 10 photovoltaic
module manufacturers in the world, providing cost-competitive, high
quality PV modules. It is a flagship company of Hanwha Group, one
of the largest business enterprises in South Korea. Hanwha SolarOne serves the
utility, commercial, government and residential markets through a
growing network of third-party distributors, OEM manufacturers and
system integrators. The company maintains a strong presence
worldwide, with a global business network spanning Europe, North
America, Asia, South America, Africa and the Middle East. As a responsible company
committed to sustainability, Hanwha SolarOne is an active member of
the PV Cycle take-back and recycling program. On December 8, 2014 the Company announced the
acquisition of Hanwha Q CELLS in an all-stock transaction, which is
expected to close during the first quarter of 2015 (see filings
with the SEC for full disclosure). For more information, please
visit: http://investors.hanwha-solarone.com
Forward-Looking Safe-Harbor Statement
This press release contains forward-looking statements. 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.
Among other things, the quotations from management in this press
release and the Company's operations and business outlook, contain
forward-looking statements. Such statements involve certain risks
and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Further
information regarding these and other risks is included in Hanwha
SolarOne's filings with the U.S. Securities and Exchange
Commission, including its annual report on Form 20-F and the
Circular. Except as required by law, the Company does not undertake
any obligation to update any forward-looking statements, whether as
a result of new information, future events or otherwise.
Note on the Limited Information in this Press Release
This press release does not contain all relevant information
relating to the Company or its securities, particularly with
respect to the risks and special considerations involved with an
investment in the securities of the Company, and this press release
is qualified in its entirety by reference to the detailed
information appearing in the Circular. See "Risk Factors" of the
Circular for more information.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale of securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
Non-GAAP Condensed Combined Financial Information
The non-GAAP condensed combined financial information included
in this press release is based on the unaudited historical
consolidated financial statements of Hanwha SolarOne and the
unaudited historical consolidated financial statements of Q CELLS
prepared in accordance with US GAAP, and adjusted to include the
elimination adjustments of the sale and purchase transactions
between the two entities. The historical consolidated financial
statements of Hanwha SolarOne or Q CELLS prepared under the US GAAP
have not been audited or reviewed by any independent registered
public accounting firm. The adjustments are based upon available
information and certain assumptions that we believe are reasonable
under the circumstances. The non-GAAP condensed combined financial
information does not give effect to the proposed Hanwha SolarOne's
issuance of new shares to Hanwha Solar Holdings Co., Ltd.or all the
necessary adjustments to account for the proposed business
combination in accordance with Accounting Standards Codification
Topic 805, "Business Combinations".
The non-GAAP condensed combined financial information is not pro
forma financial information prepared in accordance with Article 11
of Regulation S-X. Accordingly, it may not include the adjustments
made in financial information prepared in accordance with such
requirements, some of which may be material, including but not
limited to adjustments for tangible and intangible assets acquired
and associated amortization expenses, as a valuation of such assets
has not yet been made. It is solely for informational purposes and
is not necessarily indicative of the financial position of the
assumed combined entity as of June 30,
2014, the results of operations that might have been
achieved by the combined entity for the periods indicated, or the
future results of the assumed combined entity. See "Risk Factors --
Risks Relating to Q CELLS' Business -- The non-GAAP condensed
combined financial information included in this Shareholder
Circular is presented for illustrative purposes only and may not be
an indication of the combined company's financial condition or
results of operations following the Transaction" of the
Circular.
The non-GAAP condensed combined financial information should be
read in conjunction with the historical financial statements of Q
CELLS prepared in accordance with IFRS as issued by the IASB
included elsewhere in the Circular.
For a summary of the differences between IFRS and US GAAP,
including a reconciliation of consolidated net income and
shareholders' equity from IFRS to US GAAP, see "Q CELLS Historical
Financial Statements -- Summary of Differences between IFRS and US
GAAP" of the Circular.
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SOURCE Hanwha SolarOne Co., Ltd.