Hanwha SolarOne, Q CELLS Announce Merger

Hanwha SolarOne Co., Ltd., Hanwha Solar Holdings Co., Ltd. (HSH) and Hanwha Q CELLS Investment Co., Ltd. announced a definitive share purchase agreement to create a new global leader in solar power. The combined business will be the largest manufacturer of solar cells with capacity of 3.28 gigawatts, and will have a broader international footprint covering the largest and fastest-growing solar markets in the world.

Under the terms of the agreement, SolarOne will acquire 100% of the outstanding share capital of Q CELLS from its sole shareholder, HSH, in an all-stock transaction with an implied enterprise value of the combined company at approximately $2.0 billion based on the closing price of SolarOne’s American depositary shares (each of which represents five ordinary shares of SolarOne) as quoted by NASDAQ on Dec. 5, 2014 (the last trading day prior to this announcement).

The transaction was approved by the board of directors of both companies and is expected to close in the first quarter of 2015, subject to shareholder and regulatory approvals.

“The combination of SolarOne and Q CELLS creates a formidable global leader that is well positioned for long-term growth,” Seongwoo Nam, CEO of SolarOne, said. “Q CELLS brings industry-leading technology and R&D that can be leveraged across the combined product portfolio, and downstream expertise in development, EPC and project financing.

“At the same time, we plan to leverage SolarOne’s cost-efficient module manufacturing base together with Q CELLS’ industry-leading highly efficient and fully automated cell manufacturing knowhow to further improve the combined company’s cost competitiveness,” Nam added. “Our combined scale and optimized global footprint will strengthen our strategic and financial position and should enable us to accelerate growth in the most important solar markets and increase shareholder value.”

SolarOne is currently one of the world’s largest solar wafer, cell and module makers, with operations and manufacturing centered in China and more than 7,500 employees across China, Germany and the United States. The business has a cell and module production capacity of 1.75 and 2.07 gigawatts, respectively, and serves customers in Japan, China, the U.S., Korea, Canada, the UK, South Africa and Germany.

Acquired by Hanwha Group in 2012, Q CELLS is the largest supplier of photovoltaic product solutions in Europe (based on global shipments in 2014 year-to-date), and has almost 1,800 employees in Germany and Malaysia. Q CELLS generated approximately $416.1 million in revenue based on unaudited IFRS financial information for the six months ended June 30, 2014.

The combined company will have a strategically diversified manufacturing footprint that provides significant competitive advantage. Q CELLS brings award-winning technology and manufacturing from Germany with a highly efficient and fully automated manufacturing base in Malaysia that is not subject to U.S. and EU anti-dumping policies.

SolarOne brings a substantial manufacturing platform in China, with development of a new facility in Korea planned for 2015. This broad manufacturing presence is expected to provide greater supply chain flexibility and resilience, allowing the combined company to reduce production costs, improve supply chain efficiency and be well-positioned to navigate trade barriers.

Based on the unaudited financial information for each of SolarOne and Q CELLS for the six months ended June 30, 2014 (and after adjusting for approximately $49 million of intercompany transactions), the total revenue for the two companies was approximately $733 million.

Nam of SolarOne will lead the combined business as chairman and chief executive officer, DK Kim will serve as chief commercial officer, Jinseog Choi will serve as chief technology officer and Jay Seo will become chief financial officer. The combined company’s executive headquarters will be located in Seoul, Korea, and its technology and innovation headquarters in Thalheim, Germany.