NEWS
Energy Conversion Devices to Acquire Solar Integrated Technologies
SOLAR ENERGY NEWS CENTER



July 22, 2009

Rochester Hills, MI, USA: Energy Conversion Devices to Acquire Solar Integrated Technologies

Energy Conversion Devices and Solar Integrated Technologies have signed a definitive agreement pursuant to which ECD will acquire Solar Integrated Technologies (SIT). Under the terms of the agreement, ECD will pay 6.75 pence in cash (or approximately $0.11) for each share of SIT or approximately $11.2 million.

Including the assumption of SIT's net debt obligations, the purchase price will be approximately $16.3 million. ECD plans to finance the acquisition from existing corporate funds.

Mark Morelli, ECD's president and chief executive officer said, "The acquisition of SIT enhances our BIPV value proposition by significantly improving our field engineering and technical capabilities in rooftop solar to better support our channel partners in Europe and the U.S. Our combined organization will also be well positioned to meaningfully participate in the expected growth in the U.S. market, including under the stimulus plan. We are extremely pleased to welcome SIT's talented organization to our team."

"We are excited to join forces with the world's leader in building integrated and commercial rooftop photovoltaics," stated R. Randall MacEwen, president and chief executive officer of SIT. "As one of ECD's largest customers, we have experienced first-hand the differentiated attributes of UNI-SOLAR PV laminates, and their impressive power production performance in real world conditions. We see compelling synergies between SIT's customer relationships, end market knowledge and system integration expertise and ECD's focus on operational excellence."

The transaction is subject to customary closing conditions, including the approval of SIT's shareholders. SIT's board of directors has unanimously recommended that shareholders vote in favor of the agreement. All of SIT's directors who hold common shares, representing a total of 11.5% of SIT's outstanding shares, have entered into agreements to vote their shares in favor of the merger agreement.

SIT expects to issue a proxy circular within the next 10 days and hold a shareholders' meeting to consider the transaction on August 19, 2009, or as soon as practicable thereafter. The transaction is expected to close within 60 days. On the Effective Date, the common shares of SIT will be cancelled and automatically be converted into a non-tradable right to receive the Merger Consideration.

Credit Suisse is acting as financial advisor and Covington&Burling LLP is acting as legal advisor to ECD. Thomas Weisel Partners LLC is acting as financial advisor to SIT and has provided a fairness opinion to SIT's board of directors. Greentech Capital Advisors is also acting as financial advisor and Jones Day is acting as legal advisor to SIT.


Further details about: Energy Conversion Devices and Solar Integrated Technologies

 


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