Hanwah Q Cells to be acquired by Hanwha Solar for ~ $825M equity value
Hanwha Q CELLS announced that it has entered into a definitive plan of merger with Hanwha Solar Holdings Co., Ltd., a subsidiary of Hanwha Chemical Corporation incorporated in the Republic of Korea, pursuant to which the Company will be acquired by Hanwha Solar in an all-cash transaction implying an equity value of the Company of approximately $825M. Pursuant to the terms of the Plan of Merger, at the effective time of the merger, each ordinary share of the Company issued and outstanding immediately prior to the effective time of the merger will be cancelled and cease to exist in exchange for the right to receive $0.20 in cash without interest, and each American depositary share of the Company, representing 50 Shares, will be cancelled in exchange for the right to receive $9.90 in cash without interest, except for Shares owned by Hanwha Solar. The merger consideration represents a premium of 50.0% to the closing price of the Company's ADSs on August 2, 2018, the last trading day prior to Hanwha Solar's announcement of its proposal to purchase the shares of the Company that it does not already own, and a premium of 52.0% to the average closing price of the Company's ADSs during the 3-month period prior to the disclosure of Hanwha Solar's proposal. Hanwha Solar intends to fund the merger with equity. The Company's board of directors established a committee of independent and disinterested directors to evaluate the potential transaction. The Special Committee considered the proposed merger and negotiated the terms of the Plan of Merger with the assistance of its financial and legal advisors, and unanimously recommended that the Board approve the Plan of Merger and the merger. The Plan of Merger and the merger were also approved by the Audit Committee of the Board. After considering various factors, including the Special Committee's unanimous recommendation, and the Audit Committee's approval, of the Plan of Merger and the merger, the Board approved the Plan of Merger and the merger. Because Hanwha Solar owns approximately 93.9% of the Company, shareholder approval of the Plan of Merger and the merger is not required under the Companies Law of the Cayman Islands. The merger is currently expected to close during the first quarter of 2019. If completed, the merger will result in the Company becoming a privately owned company, its ADSs will no longer be listed on the Nasdaq Global Select Market and the ADS program will be subsequently terminated.