MEMC Announces Agreement to Acquire U.S. Subsidiary of Fotowatio Renewable Ventures

ST. PETERS, Mo., and SAN FRANCISCO, Aug. 3, 2011 /PRNewswire/ -- MEMC Electronic Materials, Inc. (NYSE: WFR) and its solar energy subsidiary, SunEdison, today announced a definitive agreement to acquire privately-held Fotowatio Renewable Ventures, Inc. ("FRV U.S."), the 100% owned U.S. subsidiary of Fotowatio Renewable Ventures ("FRV"), a leading global developer, operator and owner of solar power plants.  

At closing, MEMC will pay $112 million, plus repayment of approximately $22.9 million in intercompany loans and capital contributions.  The final purchase price is subject to adjustment based on the actual amount of intercompany loans and capital contributions at closing.  The agreement also includes an additional deferred payment of up to $103.6 million should FRV U.S. achieve certain performance targets.

"The acquisition of this solar power leader brings capabilities and a portfolio of solar power projects which are highly complementary to our existing operations," explained Carlos Domenech, President of SunEdison and Executive Vice President of MEMC. "The addition of FRV U.S. represents the potential to capture a leading position in the U.S. utility market.  An experienced, well-respected U.S. utility development team will be joining our SunEdison business, which will help to drive innovation and growth, as well as enhance and support our capabilities in serving our customers."

FRV U.S. SVP Mark McLanahan commented, "Our company and pipeline have grown significantly during the past two years.  We are now entering the next stage of growth.  Industry-leading MEMC has the upstream capabilities and overall platform to support our current pipeline, and will allow us to accelerate our already rapid rate of growth."  Mr. McLanahan added, "Our team is excited by this opportunity and looks forward to continued success."

FRV U.S.'s solar portfolio includes 42 MW in operation in the U.S., including 14 MW at Nellis Air Force Base.  In addition, FRV U.S.'s solar portfolio includes 28 projects currently in various stages of development, providing SunEdison with up to 1.4 GW of solar projects in the United States.  The FRV U.S. staff of 50 employees will remain in northern California and will report into MEMC's SunEdison subsidiary.  

FRV's CEO Rafael Benjumea also commented, "This transaction allows our company to continue building new opportunities in fast growing markets around the world.  FRV's mission to bring clean power projects into operation remains a top priority for the company.  The FRV U.S. team has done a superb job expanding the pipeline and advancing the development of its projects. We wish them much success in the future with MEMC."

The acquisition is expected to close in the third or fourth quarter of 2011, subject to customary closing conditions, including the receipt of regulatory approvals.  

About SunEdison

SunEdison is a global provider of solar energy services. The company develops, finances, installs and operates distributed power plants using proven photovoltaic technologies, delivering fully managed solar energy services for its commercial, government and utility customers. In 2010, SunEdison deployed more than 160 MW of solar throughout the world. For more information about SunEdison, please visit www.sunedison.com.

About MEMC

MEMC is a global leader in semiconductor and solar technology.  MEMC has been a pioneer in the design and development of silicon wafer technologies for more than 50 years.  With R&D and manufacturing facilities in the U.S., Europe and Asia, MEMC enables the next generation of high-performance semiconductor devices and solar cells.  Through its SunEdision subsidiary, MEMC is also a developer of solar power projects and a worldwide developer of solar power projects and a worldwide leader in solar energy services.

MEMC's common stock is listed on the New York Stock Exchange under the symbol "WFR" and is included in the S&P 500 Index.  For more information about MEMC, please visit www.memc.com.

About FRV U.S.

FRV U.S. is a pioneer in U.S. solar project development and owns a total of 42 MW of operating solar power plants. FRV U.S. develops solar projects using a robust and disciplined development process supported by core competencies across the project lifecycle including, site acquisition, permitting, interconnection, financing and plant development. FRV U.S. has offices in California, Texas, and Arizona.

About Fotowatio Renewable Ventures

FRV is an independent producer of energy that operates worldwide, committed to the development and operating of solar power plants. Currently, FRV is one of the largest solar energy companies in the world with over 241 MW operating or under construction, and more than 2.2 GW being developed.

FRV develops solar energy projects through a robust and disciplined development process, which includes the acquisition of locations, the interconnection, the financing and the development of the plant. FRV has offices in San Francisco (U.S.A.), Sydney (Australia), Madrid (Spain), Paris (France) and Torino (Italy), and shareholders such as GE Energy Financial Services, Grupo Landon, and Qualitas Venture Capital.

Forward Looking Statements

Certain matters discussed in this news release are forward-looking statements, including that FRV U.S.'s solar portfolio includes 28 projects currently in various stages of development, providing SunEdison with up to 1.4 GW of solar projects in the United States; and that the acquisition is expected to close in the third or fourth quarter of 2011, subject to customary closing conditions, including the receipt of regulatory approvals. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include risks related to, among other things, obtaining regulatory approvals; the potential impact on the business of FRV U.S. due to uncertainty about the acquisition; the retention of FRV U.S. employees and the ability of MEMC to successfully integrate the acquisition; uncertainties as to the timing of the acquisition; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, suppliers, other business partners or governmental entities for both MEMC and FRV; the availability of attractive project finance and other capital for our solar power projects; existing or new regulations and policies governing the electric utility industry; our ability to convert FRV U.S. pipeline into completed projects in accordance with our current expectations; other business effects, including the effects of industry, economic or political conditions outside of MEMC's control; transaction costs; actual or contingent liabilities; the highly competitive and rapidly evolving solar market; and other risks described in MEMC's filings with the Securities and Exchange Commission.  These forward-looking statements represent MEMC's judgment as of the date of this release. MEMC disclaims, however, any intent or obligation to update these forward-looking statements.

SOURCE MEMC Electronic Materials, Inc.