Düsseldorf, 3 January 2011. The international law firm Linklaters advised the photovoltaic company Sunways AG on the partial acquisition by the Chinese solar company LDK Solar. Its group company LDK Solar Germany Holding GmbH will acquire one third of Sunways’ shares out of the authorised capital via a capital increase by 5,790,000 euros. The shareholders’ subscription right is excluded. The management board made its decision with the approval of the supervisory board. After the implementation of the capital increase, LDK Solar Germany Holding GmbH will hold about 33 per cent of Sunways AG’s increased share capital. The remaining shareholders shall concurrently receive a takeover offer from LDK Solar Germany Holding GmbH at the price of 1.90 euro per share. The offer’s publication still has to be approved by the German Federal Financial Supervisory Authority.
Sunways is a company in the photovoltaic industry, which offers silicon-based solar cells, inverters, solar modules and solar systems for photovoltaic systems. In total, it employs 344 employees in Constance on Lake Constance and Arnstadt, Thuringia. It is the company’s aim to assure the long-term energy supply in an efficient and sustainable manner. It focuses on innovative and customer-oriented solutions. Since its foundation in 1993, Sunways AG has evolved into an international technology leader. Due to the fall in the price of solar modules and a decline in turnover in the last year, it aims at using growth opportunities and synergy potential in the solar industry over the long term by entering the strategic alliance with the Chinese LDK Solar.
Since its foundation in 2005, LDK Solar Co. Ltd. with its seat in Xinyu in the Southeast of China is an international major producer of photovoltaic products. The company is also a leading producer of wafers, a preliminary product for solar cells and modules. In 2010, LDK Solar generated a turnover of 2.509 billion U.S. dollars (1.935 billion euros). By connecting to the German market, the Chinese hope to gain further technological know how and a connection to the European consumers without high transport costs.
In connection with the partial acquisition made by LDK Solar Germany Holding GmbH, it was agreed to terminate a long-term supply contract for wafers. The termination is subject to the resolutory condition that the implementation of the capital increase will be registered in the German commercial register of Sunways AG by the end of June 2012.
The measures are based on an investment agreement which was concluded between Sunways AG and LDK Solar Germany Holding GmbH and its parent company LDK Solar Co. Ltd. on the same day and which stipulates the basis of a strategic alliance as well as LDK Solar Germany Holding GmbH’s shareholding in Sunways AG and which has also been approved by the supervisory board. The German Federal Cartel Office still has to approve the capital increase as well as the execution of the voluntary public takeover offer.
The Linklaters team was led by Kristina Klaaßen (lead partner) and Dr Nikolaos Paschos. The team also included Sebastian Goslar, Christoph van Lier, Lorenz Witte, Dr Alexander Jüngst (all corporate/M&A Düsseldorf), Dr Carsten Grave, Dr Antje Heinen, Dr René Grafunder, Olivier Gänswein (all competition/antitrust, Düsseldorf), Yawen Han (corporate, Peking), Melissa Hetherington, Daniel Bagshaw (both corporate, Hong Kong), Zhirong Zhou, Mark Loy (both corporate, Shanghai).
