Houlihan Lokey Capital, Inc. is serving as financial advisor to the Special Committee of HQCL, Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel and Conyers Dill & Pearman is serving as Cayman Islands legal counsel. Cleary Gottlieb Steen & Hamilton LLP is serving as U.S. legal counsel to Hanwha Solar, and Walkers is serving as Cayman Islands legal counsel to Hanwha Solar.
Hanwha Q CELLS Co., Ltd. (“Hanwha Q CELLS” or the “Company”) (NASDAQ: HQCL), a global leading photovoltaic manufacturer of high-performance, high-quality solar modules, today announced that it has entered into a definitive plan of merger (the “Plan of Merger”) with Hanwha Solar Holdings Co., Ltd., a subsidiary of Hanwha Chemical Corporation incorporated in the Republic of Korea (the “Hanwha Solar”), pursuant to which the Company will be acquired by Hanwha Solar in an all-cash transaction implying an equity value of the Company of approximately $825 million.
Pursuant to the terms of the Plan of Merger, at the effective time of the merger, each ordinary share of the Company issued and outstanding immediately prior to the effective time of the merger (each a “Share”) will be cancelled and cease to exist in exchange for the right to receive $0.20 in cash without interest, and each American depositary share (each an “ADS”) of the Company, representing 50 Shares, will be cancelled in exchange for the right to receive $9.90 in cash without interest, except for Shares (including Shares represented by ADSs) owned by Hanwha Solar.
The merger consideration represents a premium of 50.0% to the closing price of the Company’s ADSs on August 2, 2018, the last trading day prior to Hanwha Solar’s announcement of its proposal to purchase the shares of the Company that it does not already own, and a premium of 52.0% to the average closing price of the Company’s ADSs during the 3-month period prior to the disclosure of Hanwha Solar’s proposal.
Hanwha Solar intends to fund the merger with equity.
The Company’s board of directors (the “Board”) established a committee of independent and disinterested directors to evaluate the potential transaction (the “Special Committee”). The Special Committee considered the proposed merger and negotiated the terms of the Plan of Merger with the assistance of its financial and legal advisors, and unanimously recommended that the Board approve the Plan of Merger and the merger. The Plan of Merger and the merger were also approved by the Audit Committee of the Board.
After considering various factors, including the Special Committee’s unanimous recommendation, and the Audit Committee’s approval, of the Plan of Merger and the merger, the Board approved the Plan of Merger and the merger. Because Hanwha Solar owns approximately 93.9% of the Company, shareholder approval of the Plan of Merger and the merger is not required under the Companies Law of the Cayman Islands.
The merger is currently expected to close during the first quarter of 2019. If completed, the merger will result in the Company becoming a privately owned company, its ADSs will no longer be listed on the Nasdaq Global Select Market and the ADS program will be subsequently terminated.
Skadden, Arps, Slate, Meagher & Flom LLP advised HQCL with a team led by H. Young Shin (Picture).
Cleary Gottlieb Steen & Hamilton LLP advised Hanwha Solar with Sang Jin Han.
Walkers (Hong Kong) as the Cayman Islands counsel to HSH with Jo Lit and Tiffy Wan.