LDK Solar plans Sunways takeover

LDK Solar entered into an investment agreement to acquire approximately 33% of Sunways’ increased share capital, and intends to submit a public takeover offer to shareholders later this month.

January 3, 2011 — LDK Solar Co. Ltd. (NYSE:LDK), through its wholly owned subsidiary LDK Solar Germany Holding GmbH, entered into an investment agreement to acquire approximately 33% of Sunways‘ increased share capital following a capital increase from its authorized capital. LDK Solar intends to submit a public takeover offer for all Sunways shares to shareholders later this month. Both companies manufacture solar photovoltaics products.

In the capital increase, LDK Solar will subscribe for a total of 5.79 million new shares of Sunways to be issued against a cash contribution and contributions in kind. The issue amount of the shares to be granted against the cash contribution amounts to a total of ?2,201,805.50.

Subject to the approval of the offer?s publication by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin), the takeover offer is expected to be published in late January 2012. Under this offer, a cash consideration of ?1.90 per share is to be offered to the Sunways shareholders. Both the capital increase as well as the completion of the takeover offer must be formally cleared by the Federal Cartel Office (Bundeskartellamt). Following the clearance under the cartel law, the completion of the offer is currently expected to occur in the first quarter of 2012.
By way of the capital increase against contributions in kind, Sunways will acquire the indirect ownership of a company based in China. Through this China-based subsidiary, Sunways will have access to LDK Solar?s module production plants in China for the further joint development of high-performance solar modules cost-effectively.
As a part of the arrangements under the investment agreement signed on December 31, 2011, Sunways and LDK Solar have also agreed to terminate the formerly existing long-term contract for the supply of wafers by LDK Solar to Sunways. The wafer supply contract will, however, be reinstated if the capital increase should fail to be registered with the relevant German governmental authorities by June 30, 2012.
LDK Solar, despite its investment in Sunways and the takeover offer, has no intention to cause any delisting of Sunways shares from the Frankfurt Stock exchange or any other trading forum. Neither does LDK Solar intend to interfere with the Sunways brand.
LDK Solar Co., Ltd. (NYSE:LDK) is a leading vertically integrated manufacturer of photovoltaic (PV) products. LDK Solar manufactures polysilicon, mono and multicrystalline ingots, wafers, cells, modules, systems, power projects and solutions. For more information, visit www.ldksolar.com.

Sunways AG offers silicon-based solar cells, inverters, solar modules, and solar systems. Sunways Production GmbH in Arnstadt/Germany is a subsidiary of Sunways AG. The shares of Sunways AG are listed at the Frankfurt Stock Exchange (SWW:GR, SWWG.DE, ISIN DE0007332207). For further information, please visit www.sunways.eu/en.

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