EANS-Adhoc: Capital increase and takeover offer: LDK Group acquires
participation in Sunways AG
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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.
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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
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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