SunEdison, Inc. Announces Private Placement of Shares to Samsung in Connection with SunEdison Semiconductor Initial Public Offering Additional Transactions to Provide SSL with Low-Cost Internal Polysilicon Capability and Increase in Market Share with Samsung
ST. PETERS, Mo., March 20, 2014 /PRNewswire/ -- SunEdison, Inc. (NYSE: SUNE) today announced a series of transactions that are expected to occur concurrent with the initial public offering (IPO) of its semiconductor division, SunEdison Semiconductor Limited (SSL), including:
- Samsung Fine Chemicals will purchase $100 million of SSL's ordinary shares at the IPO price through a private placement concurrent with SSL's IPO.
- Samsung Fine Chemicals has entered into an agreement with SunEdison pursuant to which SunEdison will purchase from Samsung Fine Chemicals shares representing a 35% interest in SMP, a joint venture between Samsung Fine Chemicals and SunEdison, and SunEdison will contribute those shares to SSL. Samsung Fine Chemicals will continue to be invested in SMP, owning 15% of SMP following the completion of the transaction. SMP is the low-cost fluidized bed reactor (FBR) based polysilicon joint venture under construction in Ulsan, Korea. The facility is expected to be completed in the second half of 2014 and will provide solar grade polysilicon to SunEdison with the potential to provide electronic grade polysilicon to SSL in the future.
- Samsung Electronics has entered into an agreement with SSL pursuant to which SSL will purchase Samsung Electronics' remaining 20% interest in MEMC Korea Company, in exchange for the issuance by SSL to Samsung Electronics of ordinary shares through a private placement concurrent with SSL's IPO. Upon completion of these transactions, SSL will own 100% of MEMC Korea Company.
- Samsung Electronics and SSL have entered into a long-term agreement for Samsung Electronics to purchase semiconductor wafers from SSL. As a result, SSL's market share with Samsung Electronics is expected to increase in each of the next three years.
"Through continued cooperation and a long-standing relationship with Samsung Fine Chemicals and Samsung Electronics, the respective companies and SunEdison have agreed to these mutually beneficial transactions. Through SMP, SSL will be able to supply nearly all of its requirements for low-cost, high-quality granular polysilicon internally, and will gain a key customer as an investor," commented Brian Wuebbels, Chief Financial Officer of SunEdison, Inc. "We look forward to a continued strong relationship with Samsung as a key investor and business partner."
"Samsung Fine Chemicals is pleased to invest in SSL. In addition, the sale of most of our interest in SMP will enable us to focus on our core competences area such as Mecellose, Hecellose, and AnyCoat and on prospective new business engines such as raw materials of rechargeable batteries and biodegradable polymers for long-term growth," said Mr. Hwang Yunil, Director in charge of Business Strategy, Samsung Fine Chemicals.
A registration statement relating to the securities of SSL has been filed with the SEC, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The sale of the ordinary shares of SSL to Samsung Fine Chemicals and Samsung Electronics will not be registered under the Securities Act of 1933, as amended.
SunEdison is a global leader in semiconductor and solar technology. SunEdison has been a pioneer in the design and development of silicon wafer technologies for over 50 years. With R&D and manufacturing facilities in the U.S., Europe, and Asia, SunEdison enables the next generation of high performance semiconductor devices and solar cells. SunEdison is also a developer of solar power projects and a worldwide leader in solar energy services. SunEdison's common stock is listed on the New York Stock Exchange under the symbol "SUNE."
About Samsung Fine Chemicals
SFC is a chemical affiliate of Samsung Group and a producer of specialty chemicals used for a variety of industries, including construction additives, pharmaceutical coating materials and raw material for semiconductor developer. SFC is reinforcing the business portfolio by expanding into environmental friendly products such as biodegradable polymer. SFC's common stock is listed on the Korean Stock Exchange under the symbol "004000.KR" and is included in the KOSPI 200 Index.
Certain matters discussed in this press release are forward-looking statements and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements include statements relating to, among other things, the proposed initial public offering of ordinary shares of SSL and the transactions among Samsung Fine Chemicals, Samsung Electronics, SunEdison and SSL. These statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. The forward-looking statements in this press release speak only as of the date of this press release and are subject to uncertainty and changes. Given these circumstances, you should not place undue reliance on these forward-looking statements. Each of Samsung Fine Chemicals, Samsung Electronics, SunEdison and SSL expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.
SOURCE SunEdison, Inc.