SAN JOSE, Calif. - French oil and gas vendor Total Group will launch a ''friendly tender offer'' to buy 60 percent of SunPower Corp. for $1.38 billion.
In addition, Total will provide solar cell vendor SunPower with up to $1 billion of credit support over the next five years. Following closing of the transaction, which has been approved by the boards of both companies, SunPower will continue to operate with its current management team.
SunPower and Total have entered into an affiliation agreement under which Total will nominate a majority of directors to SunPower's board of directors, which will be expanded to 11 members following the closing. This agreement also includes conditions on Total's ability to purchase additional shares of SunPower. Specified transactions between Total and SunPower shall be approved in advance by SunPower's independent board members.
"Total's commitment and global presence will help accelerate our growth and solidify our position in the increasingly competitive solar sector," said Tom Werner, SunPower's CEO, in a statement. SunPower was a subsidiary of Cypress Semiconductor Inc. Not long ago, Cypress spun out SunPower into an independent company.
"With Total's $1 billion credit support agreement, solar research and development investments and the other resources available through its global network, we have taken the next step in positioning our business for continued growth and long-term success,'' he said. ''Our relationship with Total will improve our capital structure enabling SunPower to accelerate our power plant and commercial development businesses, and expand our manufacturing capacity with lower cash requirements."
"The world future energy balance will be the result of a long-term transition in which renewable energies will take their place alongside conventional resources," said Philippe Boisseau, president of Total Gas and Power Division. "Over the past years, Total has built up sizeable renewable energy activities. Today, Total is executing on its strategy to become a major integrated player in solar energy. We evaluated multiple solar investments for more than two years and concluded that SunPower is the right partner based on its people, world-leading technology and cost roadmap, vertical integration strategy and downstream footprint."
Total Group will launch a friendly tender offer through a wholly owned subsidiary for up to 60 percent of SunPower's outstanding Class A Common shares and 60 percent of SunPower's outstanding Class B Common shares at a price of $23.25 per share for each class.
The offer price represents a 46 percent premium over the April 27, 2011 closing price of SunPower's Class A common stock and a 49 percent premium over the April 27, 2011 closing price of SunPower's Class B common stock, and values SunPower's equity at $2.3 billion.