Agrees to merge with Tesla for $25.37/shr; total deal valued around ~$2.6bil
On July 31, 2016, Tesla Motors, Inc. (Tesla), SolarCity Corporation (SolarCity) and D Subsidiary, Inc., a wholly owned subsidiary of Tesla (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement). The Merger Agreement provides for the merger of Merger Sub with and into SolarCity (the Merger), with SolarCity surviving the Merger as a wholly owned subsidiary of Tesla. Capitalized terms used in this Current Report on Form 8-K but not defined herein shall have the meanings ascribed to them in the Merger Agreement.The Board of Directors of Tesla (the Tesla Board), with Messrs. Elon Musk and Antonio Gracias recusing themselves, determined that the transactions contemplated by the Merger Agreement, including the Merger and the issuance of shares of Tesla common stock in connection with the Merger (the Share Issuance), are fair to, and in the best interests of, Tesla and its stockholders, approved the Merger Agreement and the transactions contemplated by the Merger Agreement, and recommended that the stockholders of Tesla approve the Merger and the Share Issuance.Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of SolarCity common stock, par value $0.0001 per share (the SolarCity common stock) issued and outstanding immediately prior to the Effective Time (other than shares of SolarCity common stock owned by SolarCity as treasury stock or owned by Tesla or Merger Sub, which will be cancelled) will be converted into the right to receive 0.110 (the Exchange Ratio) shares of Tesla common stock, par value $0.001 per share (the Tesla common stock).