MEMC Electronic Materials, Inc. and its solar energy subsidiary, SunEdison, announced a definitive agreement to acquire privately-held Fotowatio Renewable Ventures, Inc., the 100% owned U.S. subsidiary of Fotowatio Renewable Ventures.
MEMC Electronic Materials, Inc. (NYSE: WFR) and its solar energy subsidiary, SunEdison, announced a definitive agreement to acquire privately-held Fotowatio Renewable Ventures, Inc., the 100% owned U.S. subsidiary of Fotowatio Renewable Ventures, a developer, operator and owner of solar power plants.
At closing, MEMC will pay $112 million, plus repayment of approximately $22.9 million in intercompany loans and capital contributions. The final purchase price is subject to adjustment based on the actual amount of intercompany loans and capital contributions at closing. The agreement also includes an additional deferred payment of up to $103.6 million should FRV U.S. achieve certain performance targets.
“The acquisition of this solar power leader brings capabilities and a portfolio of solar power projects which are highly complementary to our existing operations,” explained Carlos Domenech, President of SunEdison and Executive Vice President of MEMC. “The addition of FRV U.S. represents the potential to capture a leading position in the U.S. utility market.An experienced, well-respected U.S. utility development team will be joining our SunEdison business, which will help to drive innovation and growth, as well as enhance and support our capabilities in serving our customers.”
FRV U.S.’s solar portfolio includes 42 MW in operation in the U.S., including 14 MW at Nellis Air Force Base. In addition, FRV U.S.’s solar portfolio includes 28 projects currently in various stages of development, providing SunEdison with up to 1.4 GW of solar projects in the United States. The FRV U.S. staff of 50 employees will remain in northern California and will report into MEMC’s SunEdison subsidiary.
FRV’s CEO Rafael Benjumea also commented, “This transaction allows our company to continue building new opportunities in fast growing markets around the world. FRV’s mission to bring clean power projects into operation remains a top priority for the company. The FRV U.S. team has done a superb job expanding the pipeline and advancing the development of its projects. We wish them much success in the future with MEMC.”
The acquisition is expected to close in the third or fourth quarter of 2011, subject to customary closing conditions, including the receipt of regulatory approvals.