EANS-News: Sunways AG
Statement: Management Board and Supervisory Board of
Sunways AG recommend accepting the offer submitted by LDK Solar
23.02.2012 – 17:07
-------------------------------------------------------------------------------- Corporate news transmitted by euro adhoc. The issuer/originator is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Mergers - Acquisitions - Takeovers Subtitle: - Offer price of 1.90 per Sunways share is deemed adequate by the Management Board and the Supervisory Board - The takeover will involve competitive advantages and promising international prospects for Sunways Konstanz (euro adhoc) - Today, the Management Board and Supervisory Board of Sunways AG (SWW:GR, SWWG.DE, ISIN DE0007332207) published their joint statement pursuant to § 27 of the Securities Acquisition and Takeover Act (WpÜG) with respect to the voluntary public takeover offer submitted by LDK Solar Germany Holding GmbH on 13 February 2012. Taking into account all circumstances relating to the offer, the offered price of EUR 1.90 per share is unanimously considered adequate within the meaning of § 31 subparagraph 1 WpÜG by both boards. The Management Board and the Supervisory Board are of the opinion that the offer will serve the interests of Sunways AG and therefore recommend that Sunways shareholders accept the offer. LDK Solar Co., Ltd. (LDK:US, LDK.N, ISIN US50183L1070), the parent group of LDK Solar Germany Holding GmbH, is one the world´s ten largest photovoltaics 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 has been cooperating with the company in the production of Sunways Solar Modules since 2010. The acceptance period for the offer started upon publication of the offer document on 13 February 2012 and, subject to a potential extension of the acceptance period, will end on 26 March 2012, 24:00 hours (Frankfurt am Main local time). The so-called additional acceptance period pursuant to § 16 subparagraph 2 WpÜG will end two weeks after publication of the results of the offer by the bidder in accordance with § 23 subparagraph 1 sentence 1 no. 2 WpÜG. In the offer document, the bidder declared the additional acceptance period was expected to begin on 30 March 2012 and to end on 12 April 2012, 24:00 hours (Frankfurt am Main local time) - subject to an extension of the acceptance period. The Management Board and Supervisory Board would jointly like to point out that each Sunways shareholder must decide for himself/herself whether or not to accept the offer - and, if applicable, for how many shares - in the light of all circumstances, his/her individual situation (including his/her personal tax situation) and personal assessment of the future development of the value and price of the Sunways shares. Subject to any applicable legal provisions, the Management Board and Supervisory Board do not assume liability for any adverse financial effects that may subsequently be suffered by a Sunways shareholder as a result of the acceptance or non-acceptance of the offer. This statement and any additional statements or changes to this statement will be published in accordance with §§ 27 subparagraph 3 sentence 1, 14 subparagraph 3 sentence 1 WpÜG on the internet at www.sunways.eu/en in the "Investor Relations" section under "Takeover Offer" as well as via an announcement in the electronic Federal Gazette and will be made available free of charge at the company´s reception desk at 78467 Konstanz, Macairestr. 3-5. This press release is also available on http://www.sunways.eu/en and http://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 2011, Sunways AG with about 330 employees realised sales of around EUR 115 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 -------------------------------------------------------------------------------- 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: free trade: Berlin, München, Hamburg, Düsseldorf, Stuttgart, regulated dealing/prime standard: Frankfurt language: English