April 28, 2011:
SunPower and Total Partner to Create a New Global Leader in the Solar Industry
SunPower and Total today
announced that the two companies have entered into a broad
strategic relationship to shape the future of the solar industry.
Total Group will launch a friendly tender offer through a wholly
owned subsidiary for up to 60 percent of SunPower's outstanding Class
A Common shares and 60 percent of SunPower's outstanding Class B
Common shares at a price of $23.25/share for each class. The
offer price represents a 46 percent premium over the April 27th,
2011 closing price of SunPower's Class A common stock and a 49
percent premium over the April 27th, 2011 closing price of
SunPower's Class B common stock, and values SunPower's equity at $2.3 billion.
In addition, Total will provide SunPower with up to $1 billion of credit support over the next five years. Following closing of the transaction, which has been approved by the boards of both companies, SunPower will continue to operate with its current management team.
"Total's commitment and global presence will help accelerate our growth and solidify our position in the increasingly competitive solar sector," said Tom Werner, SunPower's CEO. "With Total's $1 billion credit support agreement, solar research and development investments and the other resources available through its global network, we have taken the next step in positioning our business for continued growth and long-term success. Our relationship with Total will improve our capital structure enabling SunPower to accelerate our power plant and commercial development businesses, and expand our manufacturing capacity with lower cash requirements" .
"The world future energy balance will be the result of a long-term transition in which renewable energies will take their place alongside conventional resources," said Philippe Boisseau, President, Total Gas and Power Division. "Over the past years, Total has built up sizeable renewable energy activities. Today, Total is executing on its strategy to become a major integrated player in solar energy. We evaluated multiple solar investments for more than two years and concluded that SunPower is the right partner based on its people, world-leading technology and cost roadmap, vertical integration strategy and downstream footprint."
"Solar is becoming a material addition to the new generation portfolio around the world, with more than 40,000 MW of solar photovoltaic power installed globally," continued Werner. "Total and SunPower will collaborate to ensure that solar becomes a platform for an efficient, competitive and sustainable energy future. Already, SunPower's high-efficiency, high-reliability solar photovoltaic power plant costs are competitive with other new resources."
"SunPower is preparing for rapid expansion through the next decade," added Boisseau. "We look forward to supporting SunPower as a strategic partner with whom we expect to find many synergies with our solar activities as well as with Total Group overall, while maintaining their entrepreneurial culture of rapid innovation."
Under the terms of the tender offer agreement, SunPower shareholders will receive $23.25 per share in cash at closing for each share validly tendered in the tender offer, subject to pro-ration in the event that more than 60 percent of SunPower's Class A and Class B shares are tendered. Total expects to begin its tender offer within 10 business days. Following the completion of the transaction, SunPower's shares will continue to trade on Nasdaq under the symbols "SPWRA" and "SPWRB. The closing of the tender offer is conditioned on a minimum of 50% of the outstanding shares of each of the Class A and Class B common stock being tendered, clearance by U.S. and European Union antitrust authorities, and other customary closing conditions.
Under the credit support agreement, Total will offer to guarantee an amount up to $1 billion of SunPower's repayment obligations with respect to letters of credit issued over the next five years in connection with SunPower's global utility power plant and large commercial installation businesses. This credit support should allow SunPower to substantially reduce the total costs of its letters of credit and financing. SunPower's affilitation with Total is expected to benefit SunPower, lowering its cost of capital and increasing its access to uncollateralized debt financing.
In addition, SunPower and Total have entered into an affiliation agreement under which Total will nominate a majority of directors to SunPower's board of directors, which will be expanded to 11 members following the closing. This agreement also includes conditions on Total's ability to purchase additional shares of SunPower. Specified transactions between Total and SunPower shall be approved in advance by SunPower's independent board members.
SunPower and Total have also entered into a research and collaboration agreement under which the companies will focus on advancing photovoltaic technologies across multiple research and development projects.
SunPower intends to call a meeting of its stockholders within six months following closing to combine its Class A and Class B common stock into a single class of common stock with one vote per share. This plan is subject to the company's receipt of a tax opinion that such reclassification will be permitted on a tax free basis, and Total has agreed to vote its shares in favor of the reclassification.
SunPower will discuss this release and provide an update on its 2011 first quarter results, which will be released on May 12th, 2011, in a conference call on Thursday, April 28, 2011 at 2:00 p.m. Pacific Time. The call-in number is 517-623-4618, passcode SunPower. The call will be webcast and can be accessed from SunPower's website at http://investors.SunPowercorp.com/events.cfm.
SunPower Corp. designs, manufactures and delivers the highest efficiency, highest reliability solar panels and systems available today. Residential, business, government and utility customers rely on the company's quarter century of experience and guaranteed performance to provide maximum return on investment throughout the life of the solar system. Headquartered in San Jose, Calif., SunPower has offices in North America, Europe, Australia and Asia. For more information, visit www.Sunpowercorp.com.
Total is one of the world's major oil and gas groups, with activities in more than 130 countries. Its 93,000 employees put their expertise to work in every part of the industry ? exploration and production of oil and natural gas, refining and marketing, gas & power and trading. Total is working to keep the world supplied with energy, both today and tomorrow. The Group is also a first rank player in chemicals.
As an energy producer and provider, Total is striving to diversify its supply to help meet growing energy demand in the long term. The Group is notably investing and actively taking part in a number of renewable R&D projects, such as solar and biofuels.
Total has been active in solar energy since 1983. Through its joint venture affiliates Tenesol and Photovoltech, Total has built strong expertise all along the photovoltaic solar power chain to make this technology more reliable, efficient and competitive. Tenesol is a leading French solar panel manufacturer with an industrial footprint in Toulouse (France) and Cape Town (South Africa). Total is also a large minority shareholder in US technology companies like Konarka, which develops products based on organic solar technologies, and AE Polysilicon, which specializes in a new solar polysilicon production technology. For more information, visit www.total.com.
TOTAL has signed a memorandum of understanding with Iran’s National Petrochemical Company to investigate building a world-class steam cracker in the country.
In a statement emailed to The Chemical Engineer, Total confirmed the partners are considering building the facility on the Iranian coast, with ethane as the primary feedstock.
Foreign investors are returning to Iran following the lifting last year of economic sanctions that hampered industrial development, including of the country’s vast reserves of oil and gas.
Total said the agreement is for a study into a possible project, and does not constitute a binding contract to build the facility.