sunways AG

EANS-News: German top technology meets Chinese cost advantages - LDK Solar is taking a stake in Sunways

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Mergers - Acquisitions - Takeovers/Restructuring & Recapitalisations

Subtitle: · Through a capital increase of Sunways AG, LDK Solar Germany Holding
GmbH will become strategic anchor shareholder
· The investor plans to submit a voluntary public takeover offer to all
shareholders of Sunways AG
· The entire transaction shall be completed in the first quarter of 2012
· Sunways will continue to be a separate brand

Konstanz (euro adhoc) - 02. January 2012 - 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 contributions 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.


This press release is also available on www.sunways.eu/en and
www.presseportal.de/pm/57666/sunways_ag.


Forward-looking statements
This press release contains statements relating to the future business
development of Sunways AG that are based on management assumptions and estimates
made at the time of publication. Should the assumptions underlying the prognoses
fail to be fulfilled, actual events may vary substantially from forward-looking
statements. Uncertainties include changes in the political, legal, economic and
business environment, exchange and interest rate fluctuations as well as the
behaviour of competitors and other market participants. Sunways does not intend
and is not under any obligation to update forward-looking statements on an
ongoing basis as these are exclusively based on the circumstances prevailing as
of the date of publication.

About Sunways
Sunways AG, Konstanz/Germany, stands for consistent use of solar energy to
secure long-term energy supply of man in an efficient and sustainable manner.
Sunways offers technological competence, performance and highest quality - from
single components to complete solar systems.Since its foundation in 1993,
Sunways AG evolved into a technology leader in the photovoltaics industry
serving international markets. With silicon-based solar cells, inverters, solar
modules and solar systems, the company offers all components required for
high-yield photovoltaic power generation. With photovoltaic solutions tailored
to customers´ needs (transparent and coloured solar cells, building- integrated
photovoltaic installations), Sunways turns exceptional ideas into
reality.Sunways Production GmbH in Arnstadt/Germany is a subsidiary of Sunways
AG; in addition, the group has own branch offices in Barcelone/Spain and
Bologna/Italy. In 2010, Sunways AG with about 340 employees realised sales of
around EUR 220 million.The shares of Sunways AG are listed at the Frankfurt
Stock Exchange (SWW:GR, SWWG.DE, ISIN DE0007332207).
For further information, please visit www.sunways.eu/en.


Further inquiry note:
Dr. Harald F. Schaefer
Head Corporate Communications and Investor Relations
Tel.: +49 (0)7531 996 77-415
E-Mail: communications@sunways.de

end of announcement                               euro adhoc 
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company:     Sunways AG
             Macairestr.  3 - 5
             D-78467 Konstanz
phone:       +49 (0)7531 99677 0
FAX:         +49 (0)7531 99677 10
mail:     info@sunways.de
WWW:      http://www.sunways.de
sector:      Alternative energy
ISIN:        DE0007332207
indexes:     CDAX, Prime All Share, Technology All Share
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
             Hamburg, Stuttgart, Düsseldorf, München 
language:   English
 



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