ReneSola agrees to disposition of manufacturing, LED distribution units
ReneSola announced that the company has entered into a share purchase and subscription agreement with Xianshou Li, Chairman and CEO. Pursuant to the terms of the SPA, (i) the company will effect an internal restructuring following which ReneSola Singapore Pte. will hold, among other things, substantially all of the company's assets and liabilities related to its manufacturing business and LED distribution business; and (ii) following such Restructuring, at the closing of the transactions contemplated by the SPA, (A) the company will then transfer 100% of the share capital of SGP to the Buyer, as a result of which it is expected that bank borrowings in an aggregate amount in excess of RMB3 billion will no longer be consolidated on the company's balance sheet; (B) SGP will cancel approximately $217.3M of intercompany payables owed by the company to SGP; and (C) the company will issue 180 million shares of no par value per share of the company to SGP, which Issued Shares, if converted into the company's ADSs, would represent 18 million ADSs. The Buyer and his spouse have provided personal guarantee for a majority of the Bank Borrowings. Under the SPA, for a period of 10 years following the closing, SGP also agreed to offer the company a preferential right to acquire any products of SGP on the same terms as such products are offered to any third party. In connection with its evaluation process, the Special Committee, with the assistance of its financial and legal advisors, considered the terms of the Proposal, other key alternatives potentially available to the Company and their respective benefits and risks as compared to the Proposal. The Special Committee also engaged in extensive negotiations with the Buyer regarding the terms of the Proposal and the SPA, with the assistance of its financial and legal advisors. On September 25, 2017, the Board, acting upon the unanimous recommendation of the Special Committee, unanimously approved the SPA and the Transactions/ The Transactions are currently expected to close in the third or fourth quarter of 2017. The Transactions are subject to customary closing conditions, including the completion of the Restructuring.