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Date Announced: 01 Jul 2011
Selective Vertical Integration to Expand the Company's Internal Wafer Capacity by 485MW.
SHANGHAI, China, July 1, 2011 (GLOBE NEWSWIRE) -- JA Solar Holdings Co., Ltd., (Nasdaq:JASO - News) ("JA Solar" or the "Company"), one of the world's largest manufacturers of high-performance solar cells and solar power products, today announced that it has entered into a definitive agreement to acquire 100% ownership interest in Silver Age Holdings Limited, a British Virgin Islands company that owns 100% of Solar Silicon Valley Electronic Science and Technology Co., Ltd. ("Solar Silicon Valley"), a leading producer of solar wafers based in China, in a transaction that values Solar Silicon Valley at approximately US$180 million (the "Transaction").
At the time of closing JA Solar will issue 30.901 million ordinary shares as consideration at a price of US$5.825 per share, representing the 45-day volume-weighted average price of JA Solar's ADSs trading on the NASDAQ Global Market and approximately a 5% premium to the last closing price of the ADSs prior to this announcement. Each ADS of JA Solar represents one ordinary share. The consideration for the acquisition represents approximately 2.6 times the audited net income of Solar Silicon Valley for 2010.
Located in the Yanjiao Economic & Technology Development Zone in Langfang City, Hebei Province, Solar Silicon Valley operates a wafer production facility with an annual production capacity of 485MW. Solar Silicon Valley also produces quartz crucibles, a key consumable material used in the solar manufacturing industry. Silver Age Holdings Limited is 70% owned by Jinglong Group, a company controlled by JA Solar's Chairman, Mr. Baofang Jin, and 30% owned by an independent third party shareholder.
"This agreement represents another important step in JA Solar's strategy of optimizing our cost structure through selective vertical integration," Dr. Fang Peng, CEO of JA Solar, commented. "In today's solar market, it is essential for producers to improve costs while maintaining a relentless focus on technology and product quality. By boosting JA Solar's internal wafer capacity through this acquisition, we expect to achieve greater economies of scale and improve the company's profitability.
Furthermore, Solar Silicon Valley has key technologies which can be leveraged to provide superior quality wafer substrates for our high-efficiency solar cell products. As a low cost leader in the solar industry, we expect that this transaction will enhance JA Solar's leadership position and enable us to meet strong global demand for our high-quality, high-efficiency solar products."
Upon completion of the transaction, JA Solar's internal wafer capacity will be increased to approximately 785MW, ensuring a stable supply of low-cost wafers. As wafer costs constitute a significant part of JA Solar's total cost of manufacturing solar cells, enhanced internal wafer capacity will allow JA Solar to improve gross margins and benefit from vertical integration. JA Solar and Solar Silicon Valley are also expected to benefit from synergies arising from economies of scale, raw material sourcing efficiencies as well as operational optimization.
JA Solar established an independent committee ("Independent Committee") solely comprised of independent directors to evaluate and negotiate this Transaction with the shareholders of Silver Age Holdings Limited. The Independent Committee unanimously approved and recommended the Transaction to the board of directors of JA Solar ("Board"). The Board unanimously approved the Transaction, with the interested directors recusing themselves from voting. The acquisition is subject to customary closing conditions and Chinese regulatory approvals, and is expected to close in the third quarter of 2011.
Goldman Sachs (Asia) L.L.C. acted as financial advisor to JA Solar. Skadden, Arps, Slate, Meagher & Flom LLP acted as U.S. legal counsel to JA Solar, with Conyers Dill & Pearman and Sunshine Law Firm acting as JA Solar's Cayman Islands and PRC legal counsel, respectively. The shareholders of Silver Age Holdings Limited have retained Credit Suisse to act as their financial advisor, with Zhonglun Law Firm and Harneys Westwood & Riegels acting as their legal counsel.
Source: JA Solar
E-mail: jasolar@brunswickgroup.com
Web Site: www.brunswickgroup.com
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