EANS-Adhoc: Capital increase and takeover offer: LDK Group acquires participation in Sunways AG
31.12.2011 – 18:42
-------------------------------------------------------------------------------- ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Company Information 31.12.2011 Konstanz/Germany, 31 December 2011 - The Management Board of Sunways AG with consent of the Supervisory Board decided today to increase the Company's share capital of EUR 11,588,613.00 by EUR 5,790,000.00 to EUR 17,378,613.00 by utilizing the authorized capital pursuant to section 5 para. (2) of the articles of association. The shareholders` rights to subscribe for new shares have been excluded. Only LDK Solar Germany Holding GmbH, an indirect subsidiary of LDK Solar Co., Ltd., has been entitled to subscribe for the new shares. LDK Solar Co., Ltd. is the ultimate group holding company of the LDK Group, which as one of the worldwide leaders in the photovoltaic industry supplies multicrystalline and monocrystalline wafers to manufacturers of solar cells and modules. 1,158,845 of the new shares are issued against contribution in cash. The issue price amounts to a total of EUR 2,201,805.50. The remaining new shares are issued against contribution in kind. After execution of the capital increase, LDK Solar Germany Holding GmbH will hold approximately 33 percent of the then existing share capital in Sunways AG. In addition, LDK Solar Germany Holding GmbH has informed the Management Board today of its intention to submit to the shareholders of Sunways AG a voluntary public takeover offer for all outstanding shares in the Company. In the takeover offer, that will be released after the approval of the publication by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) presumably in late January 2012, the shareholders will be offered a cash consideration of EUR 1.90 per share in Sunways AG. Both the capital increase as well as the completion of the voluntary public takeover offer still require the approval by the Federal Cartel Office (Bundeskartellamt). Apart from that, the capital increase will be implemented regardless of the success of the voluntary public takeover offer. The described measures are based on an Investment Agreement entered into by Sunways AG, LDK Solar Germany Holding GmbH and LDK Solar Co., Ltd. today, which sets out the foundations of a strategic partnership and the acquisition of the participation in Sunways AG by LDK Solar Germany Holding GmbH. In connection with such acquisition by LDK Solar Germany Holding GmbH, a termination agreement with respect to the existing long-term supply agreement for wafers between Sunways AG and the LDK Group has been concluded today. The termination is subject to the condition subsequent that the capital increase has not been registered with the commercial register of Sunways AG by 30 June 2012. Under the termination agreement Sunways AG has waived its claim for repayment of an already made down-payment and has agreed to make a termination payment to LDK Solar Germany Holding GmbH in the low double-digit million range (approximately 2 percent of the initial contract volume). The payment claim of LDK Solar Germany Holding GmbH resulting from the termination constitutes approximately 23 percent in the context of the capital increase against contribution in kind while the remaining amount has been structured as a long-term liability. Through the participation of the LDK Group in the share capital of Sunways AG, the existing cooperation between the two groups will be further strengthened. At the same time, both parties are looking forward to growth and synergy potentials for the photovoltaic market. 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 -------------------------------------------------------------------------------- issuer: 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