DLA Piper announced it has advised the Chairman of Solarfun Power Holdings Co Ltd (Solarfun), Yonghua Lu, in connection with several related agreements that will result in a change of control of Solarfun, a vertically integrated manufacturer of silicon ingots, wafers and photovoltaic cells and modules in China.
DLA Piper partner and head of the technology sector for Asia, Gene Buttrill (Hong Kong), is leading the deal. Core team members include associate David Pendergast (Phoenix/ Hong Kong) and partners Steven Liu (Beijing) and Jonathan Klein (New York).
As part of the transactions, Chairman Lu will sell all 38,634,750 of his Solarfun ordinary shares to Hanwha Chemical Corporation, a leading global chemical company headquartered in Korea and listed on the Korean Stock Exchange.
In addition, Hanwha Chemical has entered into separate agreements to purchase from Good Energies II LP, Solarfun's largest investor, 36,455,089 Solarfun ordinary shares and 1,281,011 Solarfun ADSs, representing all of the ordinary shares and ADSs held by Good Energies.
Following the closing of these transactions, Hanwha Chemical will own 49.99 per cent of Solarfun's outstanding shares and hold a 49.99 per cent voting interest in Solarfun.
Hanwha Chemical has also agreed to invest in a separate Hong Kong holding company controlled by Chairman Lu, which is unaffiliated to Solarfun, which produces polysilicon and silicon through operating subsidiaries in China, in exchange for 49.99 per cent of the ordinary shares of the company. In connection with this transaction, the parties have entered into a shareholders' agreement, to be effective at closing, that will provide for board representation and consent rights for Hanwha Chemical and impose certain transfer restrictions on the parties.
The completion of all of the transactions contemplated under the agreements mentioned above is subject to the satisfaction of customary closing conditions, including receipt of specified regulatory approvals and consents.