MEMC Electronic Materials Inc. has reached a definitive agreement to acquire privately held SunEdison LLC, a solar power projects developer and solar energy services provider. The acquisition is expected to close by the end of this year, subject to customary closing conditions and receipt of regulatory approvals.
The agreement calls for $200 million to be paid at closing to SunEdison security holders, which will be paid 70% in cash and 30% in MEMC stock. The agreement also includes an earn-out provision, should SunEdison meet certain performance targets in 2010, of up to an additional $89 million, consisting of cash and stock.
In addition, the agreement calls for employee retention payments of $17 million in cash at closing, plus up to $34 million in stock, which is subject to SunEdison's meeting certain performance criteria and time vesting, the payment of certain transaction expenses and the assumption of net debt.
‘This acquisition will provide a third engine of growth for MEMC,’ states Ahmad Chatila, CEO of MEMC. ‘MEMC will now participate in the actual development of solar power plants and commercialization of clean energy, in addition to supplying the solar and semiconductor industries with our traditional silicon wafer products.’