SunPower Announces Agreement to Acquire SunRay
By Sunpower Corp., PRNEWednesday, February 10, 2010
More Than 1,200 Megawatts to Be Added to Project Pipeline in Europe and Middle East
SAN JOSE, California, February 11 - SunPower Corp. (Nasdaq: SPWRA, SPWRB) today announced that it has signed
a definitive agreement to acquire SunRay Renewable Energy, a leading European
solar power plant developer with offices in Europe and the Middle East,
including a principal project office in Rome. SunPower will acquire SunRay
from its shareholders, which includes its management and Denham Capital. Upon
closing the transaction, SunPower will acquire a project pipeline of solar
photovoltaic (PV) projects totaling more than 1,200 megawatts (MW) in Italy,
France, Israel, Spain, the United Kingdom and Greece. The pipeline consists
of projects in various stages of development. SunRay's power plant
development and project finance team consists of approximately 70 employees.
"SunRay has a proven track record of developing bankable solar power
plants in a complex environment," said Howard Wenger, president of SunPower's
utilities and power plants business group. "This acquisition is consistent
with our long-term company strategy to develop a strong brand and
complementary channels to market. SunRay's exceptional team and pipeline will
add to our significant internal investment in North American power plant
development. It also complements our European engineering, procurement and
construction business that serves a broad range of development partners."
"SunRay has developed an impressive pipeline of utility scale projects
throughout Europe," continued Wenger. "We congratulate SunRay on receiving
the European Solar Deal of the Year award today from Project Finance magazine
for the largest solar PV power plant financed in 2009, the 24 MW Montalto
power plant in Italy, which launched SunPower's relationship with SunRay.
This acquisition further demonstrates our confidence in the Italian market
and regulatory environment, and will accelerate the growth of our European
and Middle Eastern power plant business."
"Our experience working with SunPower on Montalto and several other power
plants in Italy convinced us that SunRay will be joining the global solar
technology, performance and quality leader for solar power plants," said
Yoram Amiga, CEO of SunRay Group. "Our combined experience globally will
allow us to offer our customers reliable energy delivery at competitive
prices. Denham has been a great partner, providing both capital and advice at
an important stage in our company's development. We are pleased to have
worked with them."
"The SunRay Renewables team has proven itself unparalleled in its ability
to develop, finance and construct world class solar projects," said Scott
Mackin, partner in Denham Capital. "The marriage of that team with the
superior technology of SunPower will create a formidable platform of new,
socially and environmentally responsible and highly efficient solar PV
projects in many countries around the world. We are delighted to have
supported the initial development of SunRay's portfolio, including the
initial phase of the award-winning Montalto project, the largest in Italy.
This project was completed in partnership with SunPower, and we are confident
that the two firms will continue to expand on their success together."
"SunRay has a strong pipeline in Italy, with several power plants already
permitted for delivery in 2010," said Gian Maria Ferrero, vice president of
SunPower's Europe, Middle East and Africa utilities and power plants business
unit. "Italy has demonstrated sustainable, strong growth in both rooftop and
ground-mounted solar systems, bringing new jobs to the market and private
investment into new power resources without the need for major new
transmission investment. The growth of the Italian market has validated our
prior acquisition of Solar Solutions, now SunPower Italia. SunPower and
SunRay will seek to build on our success throughout Southern Europe and into
the Middle East and Africa as demand for new power resources increases."
The total consideration for the acquisition is approximately US$277
million, including US$235 million in cash and US$42 million in a letter of
credit and promissory notes. SunPower has sufficient cash to close the
transaction and does not intend to raise equity capital to finance the
acquisition. The company will provide specific financial guidance regarding
the positive impacts of the transaction during its fourth quarter and fiscal
year 2009 earnings conference call in March. The parties anticipate closing
the transaction, which is subject to customary closing conditions, in the
first half of 2010.
J.P. Morgan Securities Inc. is acting as exclusive financial advisor to
SunPower with regard to this transaction and provided a fairness opinion
regarding the acquisition to its board of directors.
About SunPower
Founded in 1985, SunPower Corp. (Nasdaq: SPWRA, SPWRB) designs,
manufactures and delivers the planet's most powerful solar technology broadly
available today. Residential, business, government and utility customers rely
on the company's experience and proven results to maximize return on
investment. With headquarters in San Jose, Calif., SunPower has offices in
North America, Europe, Australia and Asia. For more information, visit
www.sunpowercorp.com.
About SunRay
SunRay Renewable Energy is an energy company - an independent solar power
producer - with broad skills across the photovoltaic project development
value chain. SunRay has built an internationally scalable project development
platform which includes engineering, legal and project finance capability. It
focuses on utility-scale projects in Southern European countries, using a
community-based development model to ensure that its plants are adapted to
local community needs. SunRay has a strategic partnership with Denham
Capital, a global private equity firm, to develop utility-scale solar
projects. SunRay has offices in Malta, Italy, Greece, France, Spain, Israel
and the United Kingdom. For more information, visit
www.sunrayrenewable.com
About Denham
Denham Capital is a leading global private equity firm, with offices in
Boston, Houston, Short Hills, São Paulo and London. With approximately US$4.3
billion of invested and committed capital, Denham makes direct investments in
all segments of the energy and commodities value chain, including oil and
gas, mining, timber, power, carbon assets and energy-related infrastructure
and services. The firm invests globally, with investments currently in the
US, Canada, South America, Europe, Russia/CIS, Asia and Australia, and across
all parts of the capital structure and all stages of the corporate and asset
lifecycle, from development projects to mature, operating businesses. For
more information about Denham Capital, visit www.denhamcapital.com.
Denham Capital does not provide investment advisory services to the public.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are statements that do not represent historical facts and may be
based on underlying assumptions. The company uses words and phrases such as
"to be added," "will," "pipeline," "accelerate," "growth," "sustainable,"
"demand," "intend," "guidance," and "anticipate" to identify forward-looking
statements in this press release, including forward-looking statements
regarding: (a) the timing of the closing of the acquisition, (b) project
pipeline that could ultimately be developed; (c) timing of projects to be
completed; (d) growth of the combined company's project development business
worldwide; (e) being able to offer reliable energy delivery and healthy
returns at competitive pricing; (f) market conditions in Italy, Southern
Europe, the Middle East and Africa; (g) SunPower's plans to finance the
acquisition; and (h) the potential for the transaction to be have a positive
impact. Such forward-looking statements are based on information available to
the company as of the date of this release and involve a number of risks and
uncertainties, some beyond the company's control, that could cause actual
results to differ materially from those anticipated by these forward-looking
statements, including risks and uncertainties such as: (i) the satisfaction
of closing conditions and the possibility that the transaction may not be
completed, (ii) potential difficulties associated with integrating the
combined businesses, (iii)) availability of land, government permits and
financing for projects in the acquired pipeline; (iv) the company's ability
to obtain and maintain an adequate supply of raw materials and components, as
well as the price it pays for such items; (v) general business and economic
conditions, including seasonality of the industry; (vi) growth trends in the
solar power industry; (vii) the continuation of governmental and related
economic incentives promoting the use of solar power, particularly in Europe
and other geographies within the acquired pipeline; (viii) the improved
availability of third-party financing arrangements for the company's
customers; (ix) construction difficulties or potential delays, including
permitting and transmission access and upgrades; and (x) other risks
described in the company's Annual Report on Form 10-K for the year ended
December 28, 2008, its Quarterly Report on Form 10-Q for the quarter ended
September 27, 2009, and other filings with the Securities and Exchange
Commission. These forward-looking statements should not be relied upon as
representing the company's views as of any subsequent date, and the company
is under no obligation to, and expressly disclaims any responsibility to,
update or alter its forward-looking statements, whether as a result of new
information, future events or otherwise.
SunPower is a registered trademark of SunPower Corp. All other trademarks
are the property of their respective owners.
Investors, Bob Okunski, +1-408-240-5447, Bob.Okunski at sunpowercorp.com, or Media, Ingrid Ekstrom, +1-510-260-8368, Ingrid.Ekstrom at sunpowercorp.com, both of SunPower Corp.; or Sean Murphy of SunRay Renewable Energy, Office, +44-207-284-6000, Mobile, +44-7872-602-911, sean.murphy at sunrayrenewable.com
Tags: california, Italy, San jose, SunPower Corp., United Kingdom