SHANGHAI, Dec. 18, 2014 /PRNewswire/ -- Hanwha SolarOne
Co., Ltd. ("Hanwha SolarOne") (NASDAQ: HSOL), top-10 global
photovoltaic manufacturer of high-quality, cost-competitive solar
modules, today announced an extraordinary general meeting of
shareholders of the Company will be held at at 9:00 a.m., Shanghai time, on February 4, 2015 (the "Extraordinary General
Meeting") at the Company's offices at Rooms 605-606, Yongda
International Tower, 2277 Longyang Road, Pudong New Area,
Shanghai, China 201204 to consider
and, if thought fit, to pass and approve the following
resolutions:
- As a special resolution, subject to each other Proposal (as
defined below) set out in the notice of the Extraordinary General
Meeting being approved, to approve the issuance of 3,701,145,330 of
the ordinary shares of a par value of US$0.0001 each (each, a "Share") of HSOL to Hanwha Solar Holdings Co., Ltd.
("Parent") as contemplated by the Share
Purchase Agreement, dated as of December 8,
2014 (the "Purchase Agreement"),
among Parent, Hanwha Q CELLS Investment Co., Ltd.
("Q CELLS") and HSOL, and subject to the
Purchase Agreement and in connection with the transactions
contemplated thereby, including entering into the Shareholder
Agreement, dated as of December 8,
2014, between HSOL and Parent (the "Transaction") (the "Transaction
Proposal");
- As a special resolution, subject to each other Proposal set out
in the notice of the Extraordinary General Meeting being approved,
to approve the amendment and restatement of the Memorandum and
Articles of Association of HSOL currently in effect (the
"Memorandum and Articles of Association")
by their deletion in their entirety and the substitution in their
place of the Second Amended and Restated Memorandum and Articles of
Association (the "New Articles"),
conditional upon and effective immediately prior to the closing of
the Transaction, providing for, among other things, (i) the
increase in capital as set out in the Increase of Capital Proposal
(as defined below), (ii) the change of HSOL's name as set out in
the Change of Name Proposal (as defined below), and (iii) other
corporate governance and related matters with respect to HSOL, in
the form attached to the Purchase Agreement furnished to the
Securities and Exchange Commission (the "SEC") on Form 6-K on December 8,
2014 and made available to shareholders of HSOL at the
Extraordinary General Meeting (the "New
Articles Proposal");
- As a special resolution, subject to each other Proposal set out
in the notice of the Extraordinary General Meeting being approved,
to approve an increase in the authorized share capital of HSOL from
US$100,000 divided into 1,000,000,000
Shares to US$700,000 divided into
7,000,000,000 Shares by the creation of an additional 6,000,000,000
Shares that will rank pari passu in all
respects with the existing Shares, conditional upon and effective
immediately prior to the closing of the Transaction (the
"Increase of Capital Proposal"); and
- As a special resolution, subject to each other Proposal set out
in the notice of the Extraordinary General Meeting being approved,
to approve the change of HSOL's name to Hanwha Q CELLS Co., Ltd.,
conditional upon and with effect from the closing of the
Transaction (the "Change of Name Proposal"
and together with the Transaction Proposal, the New Articles
Proposal and the Increase of Capital Proposal, the
"Proposals").
HSOL will transact no other business at the Extraordinary
General Meeting, except for business properly brought before the
Extraordinary General Meeting or any adjournment or postponement
thereof.
Only holders of Shares as of the close of business in the
Cayman Islands on December 26, 2014 (the "Share Record
Date") are entitled to receive notice of, and will be entitled
to vote, in person at the Extraordinary General Meeting or by proxy
on, the Proposals. Holders of HSOL's American depositary shares,
each representing five Shares (the "ADSs"), as of the close
of business in New York City on
December 26, 2014 (the "ADS Record
Date"), cannot vote at the Extraordinary General Meeting
directly, but may instruct The Bank of New York Mellon as the
depositary for HSOL's ADS program (the "Depositary") and the
holder of the Shares underlying the ADSs how to vote the Shares
represented by their ADSs by giving voting instructions to the
Depositary in the form and in the manner provided by the Depositary
(the "ADS Voting Instructions").
Parent has agreed to vote all of its Shares and ADSs
"FOR" the Proposals. Additionally, we expect that our board
of directors (the "Board of Directors") and executive
officers will vote all of their Shares and ADSs "FOR" the
Proposals.
After the closing of the Transaction, the Board of Directors
will appoint two additional directors of HSOL as designated by
Parent, in addition to the current five directors of HSOL in
office, to hold office from their appointment until the next annual
general meeting of shareholders of HSOL.
On August 11, 2014, our Board of
Directors resolved that it was in the best interests of HSOL to
form a special committee of independent directors, consisting of
Mr. Thomas J. Toy and Dr.
David N.K. Wang (the "Special
Committee"), to consider, evaluate and, if appropriate,
negotiate on behalf of HSOL any potential transaction with Parent
and Q CELLS. The Special Committee, acting with the advice and
assistance of its legal and financial advisors, has evaluated the
Transaction on the terms and subject to the conditions of the
Purchase Agreement and determined that the Transaction, on the
terms and subject to the conditions set forth in the Purchase
Agreement, are advisable, fair to, and in the best interests of,
HSOL and its shareholders.
The Board of Directors (i) has, after considering the
recommendation of the Special Committee and other factors, approved
the Transaction, (ii) has determined that the Transaction on the
terms and subject to the conditions of the Purchase Agreement is
advisable, fair to, and in the best interests of, HSOL, and (iii)
recommends that shareholders vote "FOR" the Transaction
Proposal, "FOR" the New Articles Proposal, "FOR" the
Increase of Capital Proposal and "FOR" the Change of Name
Proposal.
About Hanwha SolarOne
Hanwha SolarOne Co., Ltd. (NASDAQ: HSOL) is a
vertically-integrated manufacturer of silicon ingots, wafers, PV
cells and modules. Hanwha SolarOne offers high-quality, reliable
products and services at competitive prices. Partnering with
third-party distributors, OEM manufacturers, and systems
integrators, Hanwha SolarOne serves the utility, commercial,
government, and residential markets. Hanwha SolarOne maintains a
strong presence worldwide, with employees located throughout
Europe, North America and Asia, and embraces environmental
responsibility and sustainability, with an active role in the
voluntary photovoltaic recycling program. For more information,
please visit: http://investors.hanwha-solarone.com.
Safe-Harbor Statement
This press release contains forward-looking statements. These
statements constitute "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
and as defined in the U.S. Private Securities Litigation Reform Act
of 1995. These forward-looking statements can be identified by
terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates" and similar statements.
Among other things, the quotations from management in this press
release and the Company's operations and business outlook, contain
forward-looking statements. Such statements involve certain risks
and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Further
information regarding these and other risks is included in Hanwha
SolarOne's filings with the U.S. Securities and Exchange
Commission, including its annual report on Form 20-F. Except as
required by law, the Company does not undertake any obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise.
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SOURCE Hanwha SolarOne Co., Ltd.