DLA Piper today announced it has advised the Chairman of Solarfun Power Holdings Co., Ltd. (Solarfun), Mr Yonghua Lu, in connection with several related agreements that will result in a change of control of Solarfun, a vertically integrated manufacturer of silicon ingots, and wafers and photovoltaic cells and modules in China, with American Depositary Shares (“ADSs”) listed on Nasdaq.
DLA Piper partner and Head of Technology Sector for Asia, Gene Buttrill (Hong Kong) is leading the deal. Core team members include associate David Pendergast (Phoenix/ Hong Kong) and partners Steven Liu (Beijing) and Jonathan Klein (New York).
As part of the transactions, Chairman Lu will sell all 38,634,750 of his Solarfun ordinary shares to Hanwha Chemical Corporation, a leading global chemical company headquartered in Korea and listed on the Korean Stock Exchange. In addition, Hanwha Chemical has entered into separate agreements to purchase 36,455,089 Solarfun ordinary shares and 1,281,011 Solarfun ADSs from Good Energies II LP, Solarfun’s largest investor, which represents all of the ordinary shares and ADSs held by the company.
Following the closing of these transactions, Hanwha Chemical will own 49.99% of Solarfun’s outstanding shares and hold a 49.99% voting interest in Solarfun.
Hanwha Chemical has also agreed to invest in a separate Hong Kong holding company controlled by Chairman Lu, which is unaffiliated to Solarfun, that produces polysilicon and silicon through operating subsidiaries in China, in exchange for 49.99% of the ordinary shares of the company. In connection with this transaction, the parties have entered into a shareholders’ agreement, to be effective at closing, that will provide for board representation and consent rights for Hanwha Chemical and impose certain transfer restrictions on the parties.
The completion of all of the transactions, contemplated under the agreements mentioned above, is subject to the satisfaction of customary closing conditions, including receipt of specified regulatory approvals and consents.
Gene Buttrill commented, “Chairman Lu is an impressive entrepreneur with a demonstrated track record of developing attractive companies involved in technology sectors in China. These transactions illustrate our ability to combine our local knowledge of the China market with our expertise in cross-border M&A transactions involving US-listed companies to deliver seamless legal and business services to our clients. We anticipate that public M&A activity involving companies based in China will increase as companies there continue to mature, and we look forward to opportunities to once again leverage our global platform and regional network to advise on the myriad issues that arise in such transactions.”
Related Posts:
- None Found