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.
1973: Karl Boer formed Solar Energy Systems to market PV cells, then transferred the majority of his stock to Shell Oil Co.
1974: Mobil Oil JV'ed with Tyco Labs creating Mobil-Tyco Solar Energy Corp.
1975: Exxon assumed Solar Power Corp. as wholly owned subsidiary.
1977: Atlantic Richfield Co. (ARCO) invested in a PV company in Camarillo, California (CA) - began making solar cells/panels.
1980: ARCO Solar - first company to make more than 1 MW of PV modules in one year.
1980: British Petroleum (BP) entered solar market, buying Lucas Energy Systems.
1982: ARCO Solar completed first MW-scale PV power station in Hisperia, CA.
1983: ARCO Solar dedicated a 6-MW PV substation in CA.
1983: AMOCO Solar Co., subsidiary of American Oil Co. (AMOCO) bought Solarex factory in Frederick, MD.
1986: ARCO Solar built first utility-scale PV generator in Texas & introduced first commercial thin film PV module.
1987: Solarex sued ARCO Solar for patent violations, halting ARCO’s Solar’s PV business.
1993: Solarex sued United Solar, a JV of Energy Conversion Devices and Canon of Japan, for patent infringement practices.
1993: Mobil Oil closed 19-year solar demonstration plant in Billerica, Mass. because “electric utility industry market for solar energy is small and is unlikely to grow to large-scale demand in the near term.”
1995: Solarex changed its name when Enron Corp. of Houston and AMOCO/Solarex JV'ed and merged into Amoco/Enron Solar, with each partner owning 50-percent interest in the PV company.
1998: In the world’s largest industrial merger, AMOCO merged with BP.
1999: BP AMOCO bought Enron’s 50-percent share creating BP Solarex,
2000: BP bought ARCO now known as BP West Coast Products LLC.
BP Solar, now one of the largest solar manufacturing companies in the world will close the Frederick, MD plant & move its business into facilities in China, India and other countries in March 2010.
See any pattern here?
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