BFW 11/24 07:32 *BLUESTAR ELKEM WILL PURCHASE REC SOLAR AT NK108.50/SHR
BN 11/24 07:32 *REC SOLAR: FUNDS HOLDING 20.2% TO VOTE IN FAVOR OF DEAL AT EGM
BN 11/24 07:31 *REC SOLAR ASA SAYS CASH BUY NK 108.50 PER SHR
BN 11/24 07:31 *REC SOLAR BOARD UNANIMOUSLY TO RECOMMEND TRANSACTION
BN 11/24 07:31 *REC SOLAR SAYS TOTAL CASH CONSIDERATION IS NK4,340 MLN
BN 11/24 07:30 *REC SOLAR SAYS TOTAL CASH CONSIDERATION NK4.34B
BN 11/24 07:30 *BLUESTAR ELKEM WILL PURCHASE REC SOLAR AT NK108.50/SHR
BN 11/24 07:30 *REC SOLAR : TOTAL CASH CONSIDERATION IS NK4,340M
BN 11/24 07:30 *REC SOLAR ANNOUNCEMENT OF PACT OF SALE OF BUSINESS OF REC SOLAR
BN 11/24 07:32 *REC SOLAR: FUNDS HOLDING 20.2% TO VOTE IN FAVOR OF DEAL AT EGM
BN 11/24 07:31 *REC SOLAR ASA SAYS CASH BUY NK 108.50 PER SHR
BN 11/24 07:31 *REC SOLAR BOARD UNANIMOUSLY TO RECOMMEND TRANSACTION
BN 11/24 07:31 *REC SOLAR SAYS TOTAL CASH CONSIDERATION IS NK4,340 MLN
BN 11/24 07:30 *REC SOLAR SAYS TOTAL CASH CONSIDERATION NK4.34B
BN 11/24 07:30 *BLUESTAR ELKEM WILL PURCHASE REC SOLAR AT NK108.50/SHR
BN 11/24 07:30 *REC SOLAR : TOTAL CASH CONSIDERATION IS NK4,340M
BN 11/24 07:30 *REC SOLAR ANNOUNCEMENT OF PACT OF SALE OF BUSINESS OF REC SOLAR
REC Solar ASA: Announcement of agreement of sale of the business of REC Solar ASA to Bluestar Elkem Investment Co. Ltd. (Hong
2014-11-24 07:30:24.699 GMT
REC Solar ASA: Announcement of agreement of sale of the business of REC Solar
ASA to Bluestar Elkem Investment Co. Ltd. (Hong Kong)
Oslo/Hong Kong 24 November 2014 - REC Solar ASA ("REC Solar" or the
"Company"), acting through a subsidiary, has reached an agreement with
Bluestar Elkem Investment Co. Ltd. (Hong Kong) ("Bluestar Elkem"), whereby
Bluestar Elkem will purchase 100% of the shares in a Luxembourg company (to be
established) which will own REC Solar Holdings AS and all of the assets and
liabilities of REC Solar at a cash purchase price equal to NOK 108.50 per
share in REC Solar (the "Transaction").
The Transaction represents a premium of 22.6 % and 27.1% to the 1 and 3-month
volume weighted average share price, respectively. The total cash
consideration is NOK 4,340 million.
The Transaction is subject to approval by an extraordinary general meeting of
REC Solar, expected to be held no later than 16 January 2015 (the "EGM").
The Board of Directors of the Company has unanimously resolved to recommend
the Transaction to its shareholders. Further, Datum AS, Ferncliff Listed DAI
AS, Ferncliff TIH 1 AS, Gross Management AS, QVT Fund IV LP I, QVT Fund V LP
I, Quintessence Fund LP and Dallas Asset Management AS, holding a total of
20.2% of the outstanding shares of the Company, have on certain conditions
entered into undertakings not to sell any shares before the EGM and to vote in
favor of the Transaction at the EGM. Ferncliff Listed DAI AS, Ferncliff TIH 1
AS, and Gross Management AS are controlled by Øystein Stray Spetalen, a board
member and primary insider of the Company and Dallas Asset Management AS is
controlled by Jan Christian Opsahl, a board member and primary insider of the
Company.
Ole Enger, the Chairman of REC Solar, comments: "This proposed Transaction is
a result of an extensive and broadly marketed process where the Company has
explored opportunities to maximize value for shareholders. We are pleased that
we today are in position to announce the combination of the Elkem Group and
REC Solar. The Board of Directors of REC Solar views the combination as a
positive outcome for the Company, its excellent workforce and other
stakeholders, and we look forward to working with the Elkem Group to complete
the Transaction. The Board believes that a combination with the Elkem Group
will provide a strong platform to further develop REC Solar."
Helge Aasen, the CEO of Elkem AS, comments: "The Elkem Group has a strategic
goal to grow its presence in the solar industry. The ambition is to establish
a leading integrated PV player. The Elkem Group and REC Solar have developed a
strong business relationship and there is a good strategic match between the
companies ensuring that a combined entity will have a strong basis for further
development of the business by leveraging REC Solar's leading global brand,
strong distribution channels and reputation for quality."
The Transaction is not subject to any financing condition, but is subject to
other customary conditions including all required regulatory approvals. REC
Solar has undertaken not to actively solicit offers from third parties which
would compete with the Transaction, and has accepted a cost coverage fee of
USD 10 million if the Board of the Company changes its recommendation of the
Transaction and the Transaction is not completed due to a superior offer. The
Transaction is expected to be completed in March/April 2015. The Board of
Directors of REC Solar expects thereafter to delist and liquidate the Company
and return all cash, net of transaction costs, to shareholders.
Nomura International plc is acting as financial advisor to REC Solar in
connection with the Transaction. Cipriano AS is acting as strategic advisor to
REC Solar in connection with the Transaction. Advokatfirmaet Schjødt AS is
acting as legal advisor to REC Solar in connection with the Transaction.
REC Solar has entered into an agreement with the Chairman of the Board, Ole
Enger, regarding his services related to the transaction, as approved by the
Company's general meeting on 29 November 2013.
DNB Markets is acting as financial advisor to Bluestar Elkem in connection
with the Transaction. Thommessen is acting as legal advisors to Bluestar Elkem
in connection with the Transaction.
A press conference will be held today at 1300 CET at Hotel Continental at
Stortingsgaten 24/26, 0117 Oslo. Please see www.recgroup.com for webcast
streaming details. Representatives for both REC Solar ASA and Elkem Group
will participate.
For further information, please contact;
Mr. Ole Enger, Chairman of the Board of Directors
Telephone: +47 911 38 223
Email: ole.enger@recgroup.com
Mr. Kim Boman, Investor Relations
Telephone: +47 959 63 912
Email: kim.boman@recgroup.com
About Elkem Group
Elkem is one of the world's leading companies for environment-friendly
production of materials. Its principal products are silicon, solar grade
silicon, special alloys for the foundry industry, carbon products and
microsilica. Elkem has 14 production facilities in Europe, North and South
America, Africa and Asia, as well as an extensive network of sales offices and
agents covering the most important markets. The Elkem Group employs about
2,100 people. Operating revenues for the Elkem Group in 2013 were NOK 7.9
billion. Find out more about Elkem at www.elkem.com
About REC Solar ASA
REC Solar ASA is a leading global provider of solar energy solutions. With
more than 15 years of experience, REC Solar ASA offers sustainable, high
performing products, services and investments for the solar industry. Together
with its partners, REC Solar ASA creates value by providing solutions that
better meet the world's growing energy needs. REC Solar ASA is headquartered
in Norway and listed on the Oslo Stock Exchange (ticker: RECSOL). REC Solar
ASA's 1,700 employees worldwide generated revenues of USD 647 million in 2013,
with total assets of USD 450 million as per 31 December 2013. REC Solar ASA's
board of directors consists of Ole Enger (Chairman), Øystein Stray Spetalen,
Jan Christian Opsahl, Anne Lise Meyer and Mimi Berdal. Martin Cooper is the
company's CEO. Find out more about REC at www.recgroup.com.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
2014-11-24 07:30:24.699 GMT
REC Solar ASA: Announcement of agreement of sale of the business of REC Solar
ASA to Bluestar Elkem Investment Co. Ltd. (Hong Kong)
Oslo/Hong Kong 24 November 2014 - REC Solar ASA ("REC Solar" or the
"Company"), acting through a subsidiary, has reached an agreement with
Bluestar Elkem Investment Co. Ltd. (Hong Kong) ("Bluestar Elkem"), whereby
Bluestar Elkem will purchase 100% of the shares in a Luxembourg company (to be
established) which will own REC Solar Holdings AS and all of the assets and
liabilities of REC Solar at a cash purchase price equal to NOK 108.50 per
share in REC Solar (the "Transaction").
The Transaction represents a premium of 22.6 % and 27.1% to the 1 and 3-month
volume weighted average share price, respectively. The total cash
consideration is NOK 4,340 million.
The Transaction is subject to approval by an extraordinary general meeting of
REC Solar, expected to be held no later than 16 January 2015 (the "EGM").
The Board of Directors of the Company has unanimously resolved to recommend
the Transaction to its shareholders. Further, Datum AS, Ferncliff Listed DAI
AS, Ferncliff TIH 1 AS, Gross Management AS, QVT Fund IV LP I, QVT Fund V LP
I, Quintessence Fund LP and Dallas Asset Management AS, holding a total of
20.2% of the outstanding shares of the Company, have on certain conditions
entered into undertakings not to sell any shares before the EGM and to vote in
favor of the Transaction at the EGM. Ferncliff Listed DAI AS, Ferncliff TIH 1
AS, and Gross Management AS are controlled by Øystein Stray Spetalen, a board
member and primary insider of the Company and Dallas Asset Management AS is
controlled by Jan Christian Opsahl, a board member and primary insider of the
Company.
Ole Enger, the Chairman of REC Solar, comments: "This proposed Transaction is
a result of an extensive and broadly marketed process where the Company has
explored opportunities to maximize value for shareholders. We are pleased that
we today are in position to announce the combination of the Elkem Group and
REC Solar. The Board of Directors of REC Solar views the combination as a
positive outcome for the Company, its excellent workforce and other
stakeholders, and we look forward to working with the Elkem Group to complete
the Transaction. The Board believes that a combination with the Elkem Group
will provide a strong platform to further develop REC Solar."
Helge Aasen, the CEO of Elkem AS, comments: "The Elkem Group has a strategic
goal to grow its presence in the solar industry. The ambition is to establish
a leading integrated PV player. The Elkem Group and REC Solar have developed a
strong business relationship and there is a good strategic match between the
companies ensuring that a combined entity will have a strong basis for further
development of the business by leveraging REC Solar's leading global brand,
strong distribution channels and reputation for quality."
The Transaction is not subject to any financing condition, but is subject to
other customary conditions including all required regulatory approvals. REC
Solar has undertaken not to actively solicit offers from third parties which
would compete with the Transaction, and has accepted a cost coverage fee of
USD 10 million if the Board of the Company changes its recommendation of the
Transaction and the Transaction is not completed due to a superior offer. The
Transaction is expected to be completed in March/April 2015. The Board of
Directors of REC Solar expects thereafter to delist and liquidate the Company
and return all cash, net of transaction costs, to shareholders.
Nomura International plc is acting as financial advisor to REC Solar in
connection with the Transaction. Cipriano AS is acting as strategic advisor to
REC Solar in connection with the Transaction. Advokatfirmaet Schjødt AS is
acting as legal advisor to REC Solar in connection with the Transaction.
REC Solar has entered into an agreement with the Chairman of the Board, Ole
Enger, regarding his services related to the transaction, as approved by the
Company's general meeting on 29 November 2013.
DNB Markets is acting as financial advisor to Bluestar Elkem in connection
with the Transaction. Thommessen is acting as legal advisors to Bluestar Elkem
in connection with the Transaction.
A press conference will be held today at 1300 CET at Hotel Continental at
Stortingsgaten 24/26, 0117 Oslo. Please see www.recgroup.com for webcast
streaming details. Representatives for both REC Solar ASA and Elkem Group
will participate.
For further information, please contact;
Mr. Ole Enger, Chairman of the Board of Directors
Telephone: +47 911 38 223
Email: ole.enger@recgroup.com
Mr. Kim Boman, Investor Relations
Telephone: +47 959 63 912
Email: kim.boman@recgroup.com
About Elkem Group
Elkem is one of the world's leading companies for environment-friendly
production of materials. Its principal products are silicon, solar grade
silicon, special alloys for the foundry industry, carbon products and
microsilica. Elkem has 14 production facilities in Europe, North and South
America, Africa and Asia, as well as an extensive network of sales offices and
agents covering the most important markets. The Elkem Group employs about
2,100 people. Operating revenues for the Elkem Group in 2013 were NOK 7.9
billion. Find out more about Elkem at www.elkem.com
About REC Solar ASA
REC Solar ASA is a leading global provider of solar energy solutions. With
more than 15 years of experience, REC Solar ASA offers sustainable, high
performing products, services and investments for the solar industry. Together
with its partners, REC Solar ASA creates value by providing solutions that
better meet the world's growing energy needs. REC Solar ASA is headquartered
in Norway and listed on the Oslo Stock Exchange (ticker: RECSOL). REC Solar
ASA's 1,700 employees worldwide generated revenues of USD 647 million in 2013,
with total assets of USD 450 million as per 31 December 2013. REC Solar ASA's
board of directors consists of Ole Enger (Chairman), Øystein Stray Spetalen,
Jan Christian Opsahl, Anne Lise Meyer and Mimi Berdal. Martin Cooper is the
company's CEO. Find out more about REC at www.recgroup.com.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.