SEOUL, South Korea,
Aug. 2, 2018 /PRNewswire/ -- Hanwha Q
CELLS Co., Ltd. ("Hanwha Q CELLS" or the "Company") (NASDAQ: HQCL),
a global leading photovoltaic manufacturer of high-performance,
high-quality solar modules, today announced that its board of
directors (the "Board") has received a preliminary non-binding
proposal letter (the "Proposal Letter"), dated August 2, 2018, from Hanwha Solar Holdings Co.,
Ltd. ("HSH"), a subsidiary of Hanwha Chemical Corporation
incorporated in the Republic of Korea, to acquire all of the
outstanding shares of the Company not already owned by HSH in a
"going private" transaction (the "Proposed Transaction") for a cash
consideration of US$9.00 per American
Depositary Share ("ADS", each ADS representing fifty ordinary
shares) or US$0.18 per ordinary
share. A copy of the Proposal Letter is attached hereto as Exhibit
A.
The Board intends to form a special committee consisting of
independent directors to consider this proposal. The Company
cautions its shareholders and others considering trading in its
securities that the Board just received the the Proposal Letter and
has not made any decisions with respect thereto. There can be no
assurance that any definitive offer will be made, that any
agreement will be executed or that this or any other transaction
will be approved or consummated.
The Company does not undertake any obligation to provide any
updates with respect to the Proposed Transaction or any other
transaction except as required by applicable law.
About Hanwha Q CELLS
Hanwha Q CELLS Co., Ltd. (NASDAQ:HQCL) is one of the world´s
largest and most recognized photovoltaic manufacturers for its
high-performance, high-quality solar cells and modules. It is
headquartered in Seoul, South
Korea (Global Executive HQ) and Thalheim, Germany (Technology & Innovation HQ) with
its diverse international manufacturing facilities in Malaysia and China. Hanwha Q CELLS offers the full spectrum
of photovoltaic products, applications and solutions, from modules
to kits to systems to large-scale solar power plants. Through its
growing global business network spanning Europe, North
America, Asia, South America, Africa and the Middle East, the company provides excellent
services and long-term partnerships to its customers in the
utility, commercial, governmental and residential markets. Hanwha Q
CELLS is a flagship company of Hanwha Group, a FORTUNE Global 500
firm and a Top 10 business enterprise in South Korea. For more information, visit:
http://www.hanwha-qcells.com.
Safe Harbor Statement
This announcement contains forward-looking statements that are
not statements of historical fact. These statements constitute
"forward-looking" statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and as defined in the
U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates" and similar statements. Such statements
involve certain risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking
statements. Except as required by law, Hanwha Q CELLS does not
undertake any obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Exhibit A
August 2, 2018
The Board of Directors
Hanwha Q CELLS Co., Ltd. (the "Company")
Hanwha Building,
86 Cheonggyecheon-ro,
Jung-gu, Seoul, Korea
Dear Sirs:
We, Hanwha Solar Holdings Co., Ltd. (the "Buyer"), are pleased
to submit this preliminary non-binding proposal to the board of the
directors of the Company (the "Board") to acquire all of the
outstanding ordinary shares ("Shares") of the Company not already
owned by us in a going-private transaction pursuant to the
provisions of Part XVI of the Companies Law (as amended) of the
Cayman Islands (the
"Transaction"). The Buyer currently beneficially owns
approximately 94.0% of the Shares of the Company.
We believe that our proposal of US$0.18 in cash per Share, or US$9.00 in cash per American Depositary Share of
the Company ("ADS", each representing 50 Shares), will provide a
very attractive opportunity to the Company's shareholders. This
purchase price represents a premium of approximately 35.7% to the
Company's closing price on August 1,
2018.
The preliminary terms and conditions upon which we are prepared
to pursue the Transaction are set forth below. We are
confident in our ability to consummate the Transaction as outlined
in this letter.
- Transaction. The Transaction will be in the form of a
short-form statutory merger of the Company with the Buyer in
accordance with section 233 of the Companies Law (as amended)
of the Cayman Islands. Pursuant to
section 233(7) of the Companies Law (as amended) of the
Cayman Islands, a short-form
statutory merger refers to the merger of a parent company with one
or more of its subsidiaries to form a single surviving
company.
- Purchase Price. Our proposed consideration payable for
the Shares acquired in the Transaction will be US$0.18 per Share, or US$9.00 per ADS, in cash.
- Financing. We intend to finance the Transaction with cash
contributions or a shareholder loan from our parent company,
Hanwha Chemical Corporation. We expect definitive commitments
for the required funding, subject to terms and conditions set forth
therein, to be in place when Definitive Agreement (as defined
below) are signed. We are confident that we can timely secure
adequate financing to consummate the Transaction.
- Due Diligence. Given our existing ownership interest, our
own due diligence will be done in an efficient manner. We
have appointed Citigroup Global Markets Korea Securities Limited as
our financial advisor and Cleary Gottlieb
Steen & Hamilton LLP as our U.S. legal counsel and
Walkers as our Cayman Islands
legal counsel to assist us with the due diligence.
- Definitive Agreements. We are prepared to negotiate and
finalize definitive agreements (the "Definitive Agreements")
expeditiously. This proposal is subject to execution of the
Definitive Agreements. Given that the Transaction will be
implemented in a short-form merger, we expect the Definitive
Agreements to be straight forward.
- Confidentiality. We will, as required by law,
promptly file an amendment to our Schedule 13D to disclose this
letter. We are sure you will agree with us that it is in both
of our interests to ensure that we proceed our discussions relating
to the Transaction in a confidential manner, unless otherwise
required by law, until we have executed the Definitive Agreements
or terminated our discussions.
- Process. We believe that the Transaction will provide
superior value to the Company's shareholders as compared to
remaining a publicly traded company. We understand that a
written merger plan will need to be approved by the boards of
directors of the Buyer and the Company under section 233 of the
Companies Law (as amended) of the Cayman Islands. In
addition, we understand that the Transaction will need to be
approved by a majority of the independent directors of the Company
under the terms of the Shareholder Agreement dated as of
December 8, 2014 between the Company
and the Buyer. As such, it is our expectation that the
Board will appoint a special committee of independent directors to
consider this proposal and make a recommendation to the Board based
on its independent evaluation of our proposal. Once the Board
approves the Transaction based on the recommendation of the
independent directors of the Company, we expect to consummate the
Transaction after delivering the required disclosure documents
(including the written merger plan) to the shareholders. In
considering the proposed Transaction, you should be aware that we
are interested only in acquiring the outstanding Shares we do not
already own, and that we do not intend to sell our stake in the
Company to a third party.
- No Binding Commitment. This letter constitutes only a
preliminary indication of our interest, and does not constitute any
binding commitment with respect to the Transaction. Such a
commitment will result only from the execution of Definitive
Agreements, and then will be on the terms provided in such
documentation.
In closing, we would like to express our commitment to working
together with you to bring this Transaction to a successful and
timely conclusion. Should you have any questions regarding this
proposal, please do not hesitate to contact us. We look
forward to speaking with you.
Sincerely,
Hanwha Solar Holdings Co., Ltd.
By:
|
/s/ Sang-Heum
Han
|
Name
|
Sang-Heum
Han
|
Title:
|
Director
|
View original
content:http://www.prnewswire.com/news-releases/hanwha-q-cells-announces-receipt-of-preliminary-non-binding-going-private-proposal-300690910.html
SOURCE Hanwha Q CELLS Co., Ltd.