Solar — M&A Activity 2014

Nov 24, 2014

REC Solar ASA: Announcement of agreement of sale of the business of REC Solar ASA to Bluestar Elkem Investment Co. Ltd. (Hong Kong)

REC Solar ASA: Announcement of agreement of sale of the business of REC Solar ASA to Bluestar Elkem Investment Co. Ltd. (Hong Kong)

Oslo/Hong Kong 24 November 2014 - REC Solar ASA ("REC Solar" or the "Company"),

acting through a subsidiary,  has reached an agreement with Bluestar Elkem

Investment Co. Ltd. (Hong Kong) ("Bluestar Elkem"), whereby Bluestar Elkem will

purchase 100% of the shares in a Luxembourg company (to be established) which

will own REC Solar Holdings AS and all of the assets and liabilities of REC

Solar at a cash purchase price equal to NOK 108.50 per share in REC Solar (the

"Transaction").

The Transaction represents a premium of 22.6 % and 27.1% to the 1 and 3-month

volume weighted average share price, respectively. The total cash consideration

is NOK 4,340 million.

The Transaction is subject to approval by an extraordinary general meeting of

REC Solar, expected to be held no later than 16 January 2015 (the "EGM").

The Board of Directors of the Company has unanimously resolved to recommend the

Transaction to its shareholders. Further, Datum AS, Ferncliff Listed DAI AS,

Ferncliff TIH 1 AS, Gross Management AS, QVT Fund IV LP I, QVT Fund V LP I,

Quintessence Fund LP and Dallas Asset Management AS, holding a total of 20.2% of

the outstanding shares of the Company, have on certain conditions entered into

undertakings not to sell any shares before the EGM and to vote in favor of the

Transaction at the EGM. Ferncliff Listed DAI AS, Ferncliff TIH 1 AS, and Gross

Management AS are controlled by Øystein Stray Spetalen, a board member and

primary insider of the Company and Dallas Asset Management AS is controlled by

Jan Christian Opsahl, a board member and primary insider of the Company.

Ole Enger, the Chairman of REC Solar, comments: "This proposed Transaction is a

result of an extensive and broadly marketed process where the Company has

explored opportunities to maximize value for shareholders. We are pleased that

we today are in position to announce the combination of the Elkem Group and REC

Solar. The Board of Directors of REC Solar views the combination as a positive

outcome for the Company, its excellent workforce and other stakeholders, and we

look forward to working with the Elkem Group to complete the Transaction. The

Board believes that a combination with the Elkem Group will provide a strong

platform to further develop REC Solar."

Helge Aasen, the CEO of Elkem AS, comments: "The Elkem Group has a strategic

goal to grow its presence in the solar industry. The ambition is to establish a

leading integrated PV player. The Elkem Group and REC Solar have developed a

strong business relationship and there is a good strategic match between the

companies ensuring that a combined entity will have a strong basis for further

development of the business by leveraging REC Solar's leading global brand,

strong distribution channels and reputation for quality."

The Transaction is not subject to any financing condition, but is subject to

other customary conditions including all required regulatory approvals. REC

Solar has undertaken not to actively solicit offers from third parties which

would compete with the Transaction, and has accepted a cost coverage fee of USD

10 million if the Board of the Company changes its recommendation of the

Transaction and the Transaction is not completed due to a superior offer. The

Transaction is expected to be completed in March/April 2015. The Board of

Directors of REC Solar expects thereafter to delist and liquidate the Company

and return all cash, net of transaction costs, to shareholders.

Nomura International plc is acting as financial advisor to REC Solar in

connection with the Transaction. Cipriano AS is acting as strategic advisor to

REC Solar in connection with the Transaction. Advokatfirmaet Schjødt AS is

acting as legal advisor to REC Solar in connection with the Transaction.

REC Solar has entered into an agreement with the Chairman of the Board, Ole

Enger, regarding his services related to the transaction, as approved by the

Company's general meeting on 29 November 2013.

DNB Markets is acting as financial advisor to Bluestar Elkem in connection with

the Transaction. Thommessen is acting as legal advisors to Bluestar Elkem in

connection with the Transaction.

A press conference will be held today at 1300 CET at Hotel Continental at

Stortingsgaten 24/26, 0117 Oslo. Please see www.recgroup.com for webcast

streaming details.  Representatives for both REC Solar ASA and Elkem Group will

participate.

For further information, please contact;

Mr. Ole Enger, Chairman of the Board of Directors

Telephone: +47 911 38 223

Email: ole.enger@recgroup.com

Mr. Kim Boman, Investor Relations

Telephone: +47 959 63 912

Email: kim.boman@recgroup.com

About Elkem Group

Elkem is one of the world's leading companies for environment-friendly

production of materials. Its principal products are silicon, solar grade

silicon, special alloys for the foundry industry, carbon products and

microsilica. Elkem has 14 production facilities in Europe, North and South

America, Africa and Asia, as well as an extensive network of sales offices and

agents covering the most important markets. The Elkem Group employs about 2,100

people. Operating revenues for the Elkem Group in 2013 were NOK 7.9 billion.

Find out more about Elkem at www.elkem.com

About REC Solar ASA

REC Solar ASA is a leading global provider of solar energy solutions. With more

than 15 years of experience, REC Solar ASA offers sustainable, high performing

products, services and investments for the solar industry. Together with its

partners, REC Solar ASA creates value by providing solutions that better meet

the world's growing energy needs. REC Solar ASA is headquartered in Norway and

listed on the Oslo Stock Exchange (ticker: RECSOL). REC Solar ASA's 1,700

employees worldwide generated revenues of USD 647 million in 2013, with total

assets of USD 450 million as per 31 December 2013. REC Solar ASA's board of

directors consists of Ole Enger (Chairman), Øystein Stray Spetalen, Jan

Christian Opsahl, Anne Lise Meyer and Mimi Berdal. Martin Cooper is the

company's CEO. Find out more about REC at www.recgroup.com.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

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