SHANGHAI, Sept. 25, 2017 /PRNewswire/ -- ReneSola Ltd
("ReneSola" or the "Company") (www.renesola.com) (NYSE: SOL), a
leading fully-integrated solar project developer and provider of
energy efficient products, today announced that the Company has
entered into a share purchase and subscription agreement (the
"SPA") with Mr. Xianshou Li, Chairman and Chief Executive Officer
of the Company (the "Buyer").
Pursuant to the terms of the SPA, (i) the Company will effect an
internal restructuring (the "Restructuring") following which
ReneSola Singapore Pte. Ltd. ("SGP") will hold, among other things,
substantially all of the Company's assets and liabilities related
to its manufacturing business (including polysilicon, solar wafer,
solar cell and solar module manufacturing) and LED distribution
business (the "Acquired Businesses"); and (ii) following such
Restructuring, at the closing of the transactions contemplated by
the SPA (the "Transactions"), (A) the Company will then transfer
100% of the share capital of SGP to the Buyer (the "SGP Share
Transfer"), as a result of which it is expected that bank
borrowings in an aggregate amount in excess of RMB3 billion (the "Bank Borrowings") will no
longer be consolidated on the Company's balance sheet; (B) SGP will
cancel approximately $217.3 million
of intercompany payables owed by the Company to SGP; and (C) the
Company will issue 180 million shares (the "Shares") of no par
value per share of the Company (the "Issued Shares") to
SGP, which Issued Shares, if converted
into the Company's American depositary shares (each representing 10
Shares) ("ADSs"), would represent 18 million ADSs. The
Buyer and his spouse have provided personal guarantee for a
majority of the Bank Borrowings. Under the SPA, for a period
of 10 years following the closing, SGP also agreed to offer the
Company a preferential right to acquire any products of SGP
(including any polysilicon, solar wafers, solar cells or solar
modules) on the same terms as such products are offered to any
third party.
As previously announced, after receiving the Buyer's preliminary
non-binding proposal, dated June 13,
2017, to, among other things, acquire the Acquired
Businesses and assume related indebtedness (the "Proposal"), the
Company's board of directors (the "Board") established a special
committee (the "Special Committee") consisting solely of
independent directors to consider and evaluate the Proposal and
other alternatives available to the Company. Subsequently,
the Special Committee retained Roth Capital Partners ("Roth
Capital") as its financial advisor, Kirkland & Ellis as its
U.S. legal counsel and Shanghai Junyue Law Firm as its PRC legal
counsel. In connection with its evaluation process, the
Special Committee, with the assistance of its financial and legal
advisors, considered the terms of the Proposal, other key
alternatives potentially available to the Company and their
respective benefits and risks as compared to the Proposal.
The Special Committee also engaged in extensive negotiations with
the Buyer regarding the terms of the Proposal and the SPA, with the
assistance of its financial and legal advisors.
On September 25, 2017, the Board,
acting upon the unanimous recommendation of the Special Committee,
unanimously approved the SPA and the Transactions. Prior to
the Special Committee's decision to recommend the proposed SPA and
the Transactions to the Board, on September
25, 2017, Roth Capital, at the Special Committee's request,
delivered a written opinion to the Special Committee that, based
upon and subject to the procedures, assumptions, qualifications and
limitations set forth in such opinion, as of September 25, 2017, the consideration against
which the Issued Shares are to be issued is fair, from a financial
point of view, to the Company. During the Special Committee's
extensive discussions throughout its evaluation process regarding
the merits of the Proposal and other potential alternatives, the
Special Committee noted the following as certain key considerations
in its decision making process: (i) the Transactions will transform
the Company's business model and help the Company dispose of its
asset-heavy and debt-heavy businesses and focus on its asset-light
and high-margin project business which is hoped to command a higher
valuation multiple in the public market, unlocking value for the
Company's shareholders; (ii) the Company has a significant amount
of debt and periodic interest payment obligations, which together
pose substantial going-concern risks to the Company, and the
Company was searching for a strategic alternative that could
alleviate such risks and avoid the significant impairment to
shareholder value that could occur if such going-concern risks were
to materialize; (iii) as previously announced, the Company has been
notified by NYSE Regulation that it was not in compliance with one
of the New York Stock Exchange's ("NYSE") continued listing
standard, and the Company has 90 days from the receipt of the
notice to submit a business plan to the NYSE demonstrating how it
intends to regain compliance with the NYSE's continued listing
standards within 18 months or earlier; (iv) if the Company is
delisted from the NYSE, its shareholder value could also be
significantly impaired; (v) the Transactions are expected to move
Bank Borrowings in excess of RMB3
billion off of the Company's balance sheet and will reduce
the Company's liability in accounts and other payable by
approximately $217.3 million,
significantly strengthening the Company's balance sheet,
alleviating the going-concern risks faced by the Company and
offering a solid path to regain compliance with the NYSE's
continued listing standards; (vi) in part in support of the
Transactions, the Buyer and his spouse have offered personal
guarantee for a majority of the Bank Borrowings that are expected
to move off of the Company's balance sheet; (vii) the Transactions
will continue to offer the Company a stable source of supply for
its remaining project business; and (viii) with a new asset-light
business model, a stronger balance sheet and an expected higher
valuation multiple, the Company is expected to have stronger
capital raising capabilities (which are currently significantly
impaired), thereby further enhancing the Company's growth prospects
and shareholder value.
"We believe this is a truly transformative transaction that will
offer the Company and its shareholders significant value from a new
asset-light business model, a stronger balance sheet and higher
valuation multiples," said Ms. Maggie
Ma, Chief Financial Officer of the Company, "in addition, we
believe this transaction will help alleviate the Company's
going-concern risks and de-listing risks and enhance the Company's
capital raising capabilities, and we sincerely look forward to this
new exciting phase of the Company's development."
The Transactions are currently expected to close in the third or
fourth quarter of 2017. The Transactions are subject to
customary closing conditions, including the completion of the
Restructuring.
This announcement is neither a solicitation of a proxy nor an
offer to purchase, or a solicitation of an offer to sell, any
securities and it is not a substitute for any filings that may be
made with the U.S. Securities and Exchange Commission.
About ReneSola
Founded in 2005, and listed on the New York Stock Exchange in
2008, ReneSola (NYSE: SOL) is an international leading brand of
solar project developer and technology provider of energy efficient
products. Leveraging its global presence, expansive distribution
and sales network, ReneSola is well positioned to develop green
energy projects with attractive return and provide its highest
quality green energy products around the world. For more
information, please visit www.renesola.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 U.S. Securities Act of 1933, as
amended, and Section 21E of the U.S. 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 the Company'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.
For investor and media inquiries, please contact:
In China:
ReneSola Ltd
Ms. Rebecca Shen
+86 (21) 6280-9180 x106
ir@renesola.com
The Blueshirt Group Asia
Mr. Gary Dvorchak, CFA
+86 (138) 1079-1480
gary@blueshirtgroup.com
In the United
States:
The Blueshirt Group
Mr. Ralph Fong
+1 (415) 489-2195
ralph@blueshirtgroup.com
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SOURCE ReneSola Ltd.