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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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