SAN JOSE, Calif. China's Suntech Power Holdings Co. Ltd., a supplier of photovoltaic (PV) cells, has signed a definitive agreement to acquire solar-module maker MSK Corp. of Japan in a two-step cash and stock transaction.
In the first step of the acquisition, which is expected to close in the third quarter 2006, Suntech (Wuxi) will acquire a two-thirds equity interest in MSK (Tokyo) for $107 million through a combination of subscription to new shares and purchase of existing shares. The balance of the consideration is based upon revenue targets for MSK and will be paid in the second step, which is anticipated to close by the end of 2007.
MSK is one of Japan's largest PV manufacturers and one of the top-ranking companies in the building-integrated photovoltaics space. In addition, MSK provides turnkey solutions to its clients. Its services range from pre-system preliminary studies through to post-installation commissioning and maintenance.
MSK currently has approximately 260 employees, with a production capacity of approximately 100 megawatts in Nagano, Japan. In 2005, MSK had annual production capacity of approximately 200 megawatts.
''While Japan is the world's largest single market for PV modules, it is also one of the most difficult markets for foreign players to enter,'' said Zhengrong Shi, Suntech's chairman and CEO, in a statement. ''We anticipate that this acquisition will give Suntech the advantage of MSK's nationwide sales and marketing platform in Japan, which we expect to leverage to grow our market share in this important market.''
Japan is one of the fastest growing markets in the world posting 48 percent annual growth in 2005 in the production of PV cells and modules.
Under the definitive agreement, Suntech will be acquiring MSK in two steps. Upon closing of the first step of the acquisition, which is expected to occur in the third quarter of 2006, Suntech will acquire a two-thirds equity interest in MSK for $107 million in cash.
Upon closing of the second step of the acquisition, which is expected to occur by the end of 2007, Suntech will acquire all or a substantial portion of the remaining interest in MSK for a consideration based on MSK's ability to achieve certain revenue targets.
If Suntech acquires 100 percent of the remaining interest in MSK, the range of consideration for the second step is $53 million to $193 million in the form of Suntech shares. The first step of the transaction will be financed through a one year bridge loan.
The transaction is subject to customary closing conditions, including approval of MSK's shareholders. The transaction is not subject to regulatory approvals.