SEOUL, South Korea, Oct. 15, 2018 /PRNewswire/ — Hanwha Q CELLS Co., Ltd. (“Hanwha Q CELLS” or the “Company”) (NASDAQ: HQCL), a all-around arch photovoltaic architect of high-performance, high-quality solar modules, today appear that it has entered into a absolute plan of alliance (the “Plan of Merger”) with Hanwha Solar Holdings Co., Ltd., a accessory of Hanwha Chemical Corporation congenital in the Republic of Korea (the “Hanwha Solar”), pursuant to which the Aggregation will be acquired by Hanwha Solar in an all-cash transaction implying an disinterestedness amount of the Aggregation of about $825 million.
Pursuant to the agreement of the Plan of Merger, at the able time of the merger, anniversary accustomed allotment of the Aggregation issued and outstanding anon above-mentioned to the able time of the alliance (each a “Share”) will be annulled and cease to abide in barter for the appropriate to accept $0.20 in banknote after interest, and anniversary American depositary allotment (each an “ADS”) of the Company, apery 50 Shares, will be annulled in barter for the appropriate to accept $9.90 in banknote after interest, except for Shares (including Shares represented by ADSs) endemic by Hanwha Solar.
The alliance application represents a exceptional of 50.0% to the closing amount of the Company’s ADSs on August 2, 2018, the aftermost trading day above-mentioned to Hanwha Solar’s advertisement of its angle to acquirement the shares of the Aggregation that it does not already own, and a exceptional of 52.0% to the boilerplate closing amount of the Company’s ADSs during the 3-month aeon above-mentioned to the acknowledgment of Hanwha Solar’s proposal.
Hanwha Solar intends to armamentarium the alliance with equity.
The Company’s lath of admiral (the “Board”) accustomed a board of absolute and aloof admiral to appraise the abeyant transaction (the “Special Committee”). The Special Board advised the proposed alliance and adjourned the agreement of the Plan of Alliance with the abetment of its banking and acknowledged advisors, and absolutely recommended that the Lath accept the Plan of Alliance and the merger. The Plan of Alliance and the alliance were additionally accustomed by the Audit Board of the Board.
After because assorted factors, including the Special Committee’s accepted recommendation, and the Audit Committee’s approval, of the Plan of Alliance and the merger, the Lath accustomed the Plan of Alliance and the merger. Because Hanwha Solar owns about 93.9% of the Company, actor approval of the Plan of Alliance and the alliance is not appropriate beneath the Companies Law of the Cayman Islands.
The alliance is currently accepted to aing during the aboriginal division of 2019. If completed, the alliance will aftereffect in the Aggregation acceptable a a endemic company, its ADSs will no best be listed on the Nasdaq All-around Select Market and the ADS affairs will be after terminated.
Houlihan Lokey Capital, Inc. is confined as banking adviser to the Special Committee, Skadden, Arps, Slate, Meagher & Flom LLP is confined as U.S. acknowledged admonition to the Special Committee, and Conyers Dill & Pearman is confined as Cayman Islands acknowledged admonition to the Special Committee.
Cleary Gottlieb Steen & Hamilton LLP is confined as U.S. acknowledged admonition to Hanwha Solar, and Walkers is confined as Cayman Islands acknowledged admonition to Hanwha Solar.
Additional Advice About the Merger
The Aggregation will accouter to the U.S. Securities and Barter Commission (the “SEC”) a accepted address on Form 6-K apropos the merger, which will accommodate as an display thereto the Plan of Merger. All parties acquisitive accommodation apropos the alliance are apprenticed to ysis these documents, which will be accessible at the SEC’s website (http://www.sec.gov).
In affiliation with the merger, the Aggregation will adapt and mail a Schedule 13E-3 Transaction Statement (the “Schedule 13E-3”). The Schedule 13E-3 will be filed with or furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS. In accession to accepting the Schedule 13E-3 by mail, shareholders additionally will be able to admission these documents, as able-bodied as added filings absolute advice about the Company, the alliance and accompanying matters, after charge, from the SEC’s website (http://www.sec.gov) or at the SEC’s accessible advertence allowance at 100 F Street, NE, Allowance 1580, Washington, D.C. 20549.
About Hanwha Q CELLS
Hanwha Q CELLS Co., Ltd. (NASDAQ: HQCL) is one of the worlds better and best accustomed photovoltaic manufacturers for its high-performance, high-quality solar beef and modules. It is headquartered in Seoul, South Korea (Global Executive HQ) and Thalheim, Germany (Technology & Innovation HQ) with its assorted all-embracing accomplishment accessories in Malaysia and China. Hanwha Q CELLS offers the abounding spectrum of photovoltaic products, applications and solutions, from modules to kits to systems to all-embracing solar ability plants. Through its growing all-around business arrangement spanning Europe, North America, Asia, South America, Africa and the Middle East, the aggregation provides accomplished casework and abiding partnerships to its barter in the utility, commercial, authoritative and residential markets. Hanwha Q CELLS is a flagship aggregation of Hanwha Group, a FORTUNE All-around 500 close and a Top 10 business action in South Korea. For added information, visit: http://www.hanwha-qcells.com.
Safe Harbor Statement
This address contains advanced statements that are not statements of absolute fact. These statements aggregate “forward-looking” statements aural the acceptation of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Barter Act of 1934, as amended, and as authentic in the U.S. Private Securities Litigation Reform Act of 1995. These advanced statements can be articular by ogue such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and agnate statements. Such statements absorb assertive risks and uncertainties that could account absolute after-effects to alter materially from those in the advanced statements. Such risks and uncertainties accommodate awaiting authoritative and civilian accomplishments in the United States beneath absolute or abeyant new statutes and regulations administering barter amid the United States and added countries, and abeyant antidumping, countervailing or added duties imposed on appurtenances alien into the United States, as able-bodied as the Company’s admission to new accommodation from an affiliate. Further advice apropos these and added risks is included in Hanwha Q CELLS’ filings with the SEC, including its anniversary address on Form 20-F. Except as appropriate by law, Hanwha Q CELLS does not undertake any obligation to amend any advanced statements, whether as a aftereffect of new information, approaching contest or otherwise.
View aboriginal content:http://www.prnewswire.com/news-releases/hanwha-q-cells-enters-into-definitive-agreement-for-going-private-transaction-300731053.html
SOURCE Hanwha Q CELLS Co., Ltd.
Copyright 2014 PR Newswire. All Rights Reserved
15 Things You Most Likely Didn’t Know About Schedule F Form | Schedule F Form – schedule f form
| Encouraged to help the blog, in this particular time I’ll explain to you in relation to schedule f form
. And after this, this can be the initial photograph: