Total (CAC: TOTF.PA) (Paris:FP) (LSE:TTA) (NYSE:TOT) and SunPower Corp. (NASDAQ: SPWRA, SPWRB) today announced the success of Total's all-cash tender on SunPower to create a new global leader in the solar industry.
Total (
CAC:
TOTF.
PA) (
Paris:
FP) (
LSE:
TTA) (
NYSE:
TOT)
and
SunPower
Corp.
(NASDAQ: SPWRA, SPWRB) today
announced the success of Total's all-cash tender on SunPower to create a new
global leader in the solar industry.
"Today marks a new stride-forward for Total in the solar power industry,
" said Philippe Boisseau, president, Total Gas & Power. "To
ensure the long-term viability of solar energy, the marketplace requires global
integrated industrial players that are financially stable and committed to
advancing cutting-edge technology. By combining the strengths of both groups,
we have created a remarkable asset: SunPower will be the centrepiece of the
solar activities of Total."
"Total's transformational investment in SunPower significantly strengthens
our company, accelerates our success in a broader marketplace and enhances our
R&D efforts, which are known for producing world record-breaking efficiency
technology," said Tom Werner, SunPower president and CEO. "By
combining our complementary strengths, SunPower and Total will change the way the
world is powered."
Total has accepted for payment 30,220,701 shares of Class A common stock and
25,220,000 shares of Class B common stock at a purchase price of $23.25 per
share for a total cost of approximately $1.3 billion. Adjustments will have to be
made after the expiration of the guaranteed delivery period on
June 17, 2011
.
Transaction details
Based on the preliminary count by Computershare Trust Company, N.A., the
depositary for the offer, 30,220,701 shares (approximately 52.2 percent) of Class
A common stock and 31,208,640 shares (approximately 74.2 percent) of Class B
common stock were validly tendered and not properly withdrawn. In addition,
16,964,440 shares (approximately 29.3 percent) of Class A common stock and
16,690,665 shares (approximately 39.7 percent) of Class B common stock were
tendered pursuant to guaranteed delivery procedures, which permit shares to be
delivered by the holder to the depositary by the expiration of the guaranteed
delivery period on June 17, 2011. The tender offer expired at 12:00 midnight,
New York City time, on Tuesday, June 14, 2011.(*)
Accordingly, Total has accepted for payment 30,220,701 shares of Class A common
stock and 25,220,000 shares of Class B common stock at a purchase price of
$23.25 per share for a total cost of approximately $1.3 billion. If the actual
number of shares of Class A common stock validly tendered and not withdrawn
after the expiration of the guaranteed delivery period exceeds 34,144,400, then
Total intends to exercise its right to purchase additional shares at a price of
$23.25 per share, up to a maximum of 60 percent of the shares of SunPower's
Class A common stock outstanding at the close of business on June 13, 2011.
The tender with respect to SunPower's Class B common stock is subject to
proration, as more than 60 percent of SunPower's Class B common stock was
tendered. The tender with respect to SunPower's Class A common stock will be
subject to proration only if the actual number of shares of Class A common
stock validly tendered and not withdrawn after the expiration of the guaranteed
delivery period exceeds 60 percent of SunPower's Class A common stock at the
close of business on
June
13, 2011
. Based upon the preliminary count, and assuming no shares tendered
pursuant to guaranteed delivery procedures are properly delivered, there will
be no proration factor for the Class A common stock and the proration factor
will be approximately 80.8 percent for the Class B common stock. Assuming all
shares tendered pursuant to guaranteed delivery procedures are properly
delivered, the proration factor will be approximately 73.6 percent for the
Class A common stock and 52.7 percent for the Class B common stock.
The number of shares tendered and not properly withdrawn and the proration factors
are preliminary and are subject to verification by Computershare Trust Company,
N.A., the depositary for the tender offer and the proper delivery of all shares
tendered (including shares currently tendered pursuant to guaranteed delivery
procedures). The actual number of shares validly tendered and not properly
withdrawn and the final proration factor will be announced promptly following
completion of the verification process. Promptly after such announcement, the
depositary will issue payment for the shares validly tendered and accepted for
purchase under the tender offer and will return all other tendered shares.
Following the completion of the transaction, SunPower's shares will continue to
trade on NASDAQ under the symbols "SPWRA" and "SPWRB."
(*) Shareholders tendering through guaranteed delivery procedures may have also
tendered the same shares through the regular tender procedures. This is the
reason why preliminary results reflect more than 100 percent of Class B common
stock have been tendered.
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