SEOUL, South Korea,
Jan. 16, 2019 /PRNewswire/ -- Hanwha
Q CELLS Co., Ltd. ("Hanwha Q CELLS" or the "Company") (NASDAQ:
HQCL), a global leading photovoltaic manufacturer of
high-performance, high-quality solar modules, today announced the
completion of its merger (the "Merger") with and into Hanwha Solar
Holdings Co., Ltd. (the "Hanwha Solar"), a wholly-owned subsidiary
of Hanwha Chemical Corporation incorporated in the Republic of
Korea ("Hanwha Chemical"), pursuant to the plan of merger executed
on October 15, 2018 by and between
Hanwha Solar and the Company (the "Plan of Merger") and filed with
the Registrar of the Companies of the Cayman Islands as of January 16, 2019. As a result of the Merger, the
Company will cease to exist, and Hanwha Solar will continue as the
surviving company (the "Surviving Company") as a wholly-owned
subsidiary of Hanwha Chemical. Under the laws of the Cayman Islands, holders of the ordinary shares
("Ordinary Shares") or the American Depositary Shares of the
Company ("ADSs") were not required to vote or direct the vote of
such ordinary shares or ADSs, as applicable, with respect to the
Merger, and will not be able to exercise any dissenters' rights
under the laws of the Cayman
Islands.
Under the terms of the Plan of Merger, each Ordinary Share
issued and outstanding immediately prior to the effective date of
the Merger (the "Effective Date") has been cancelled in exchange
for the right to receive $0.198
without interest, and because each ADS represents 50 Ordinary
Shares, each outstanding ADS represents the right to receive
$9.90 without interest (less
$0.05 per ADS cancellation fees and a
depositary service fee (DSF) of $0.02
per ADS, net of any applicable withholding taxes) (the "Merger
Consideration"), except for Ordinary Shares owned by Hanwha Solar,
which have been cancelled and cease to exist without payment of any
consideration or distribution in respect thereof.
Each shareholder of the Company as of the Effective Date who is
entitled to the Merger Consideration will receive a letter of
transmittal and instructions from the paying agent on how to
surrender its share certificates (or affidavits and indemnities of
loss in lieu of the share certificates) or non-certificated shares
represented by book entry in exchange for the Merger Consideration.
Each certificated shareholder will surrender its share
certificate(s) upon receipt of the letter of transmittal and each
uncertificated shareholder will receive an amount equal to the
amount of the Merger Consideration to which such holder is entitled
as soon as practicable after the Effective Date. As soon as
practicable after receiving the aggregate Merger Consideration from
the paying agent, The Bank of New York Mellon, as the depositary
with respect to ADSs, will pay $ 9.90
per ADS without interest (less $0.05
per ADS cancellation fees and a depositary service fee (DSF) of
$0.02 per ADS, net of any applicable
withholding taxes) to the holders of ADSs.
The Company also announced today that it has requested that
trading of its ADSs on The Nasdaq Stock Market (the "NASDAQ") be
suspended as soon as practicable by requesting the NASDAQ to file a
notification on Form 25 with the Securities and Exchange Commission
(the "SEC") to delist the ADSs. The Company then intends to
terminate the registration of its registered securities and suspend
its reporting obligations under the Securities Exchange Act of
1934, as amended, by filing a Form 15 with the SEC. The Company's
reporting obligations will be suspended immediately as of the
filing of the Form 15.
In connection with the Merger, Houlihan Lokey Capital, Inc. is
serving as financial advisor to the Special Committee, Skadden,
Arps, Slate, Meagher & Flom LLP is serving as U.S. legal
counsel to the Special Committee, and Conyers Dill & Pearman is serving as
Cayman Islands legal counsel to
the Special Committee.
In connection with the Merger, Citigroup Global Markets Korea is
serving as financial advisor to Hanwha Solar, Cleary Gottlieb Steen & Hamilton LLP is
serving as U.S. legal counsel to Hanwha Solar, and Walkers is
serving as Cayman Islands legal
counsel to Hanwha Solar.
About Hanwha Q CELLS
Hanwha Q CELLS Co., Ltd. (NASDAQ: HQCL) is one of the world´s
largest and most recognized photovoltaic manufacturers for its
high-performance, high-quality solar cells and modules. It is
headquartered in Seoul, South
Korea (Global Executive HQ) and Thalheim, Germany (Technology & Innovation HQ) with
its diverse international manufacturing facilities in Malaysia and China. Hanwha Q CELLS offers the full spectrum
of photovoltaic products, applications and solutions, from modules
to kits to systems to large-scale solar power plants. Through its
growing global business network spanning Europe, North
America, Asia, South America, Africa and the Middle East, the company provides excellent
services and long-term partnerships to its customers in the
utility, commercial, governmental and residential markets. Hanwha Q
CELLS is a flagship company of Hanwha Group, a FORTUNE Global 500
firm and a Top 10 business enterprise in South Korea. For more information, visit:
http://www.hanwha-qcells.com.
Safe Harbor Statement
This report contains forward-looking statements that are not
statements of historical fact. These statements constitute
"forward-looking" statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and as defined in the
U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates" and similar statements. Such statements,
particularly statements about our guidance for performance in the
second quarter and the full year 2018, involve certain risks and
uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. Such risks and
uncertainties include pending administrative and civil actions in
the United States under existing
or potential new statutes and regulations governing trade between
the United States and other
countries, and potential antidumping, countervailing or other
duties imposed on goods imported into the
United States, as well as the Company's access to new
capacity from an affiliate. Further information regarding these and
other risks is included in Hanwha Q CELLS' filings with the
Securities and Exchange Commission, including its annual report on
Form 20-F. Except as required by law, Hanwha Q CELLS does not
undertake any obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
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SOURCE Hanwha Q CELLS Co., Ltd.