Total Pick Up SunPower

French energy giant Total has added to its growing solar portfolio with the announcement that it has acquired SunPower Cor in an all-cash tender.

"Today marks a new stride-forward for Total in the solar power industry," said Philippe Boisseau, president, Total Gas & Power. "To ensure the long-term viability of solar energy, the marketplace requires global integrated industrial players that are financially stable and committed to advancing cutting-edge technology. By combining the strengths of both groups, we have created a remarkable asset: SunPower will be the centrepiece of the solar activities of Total."

"Total's transformational investment in SunPower significantly strengthens our company, accelerates our success in a broader marketplace and enhances our R&D efforts, which are known for producing world record-breaking efficiency technology," said Tom Werner, SunPower president and CEO. "By combining our complementary strengths, SunPower and Total will change the way the world is powered."

Total has accepted for payment 30,220,701 shares of Class A common stock and 25,220,000 shares of Class B common stock at a purchase price of $23.25 per share for a total cost of approximately $1.3 billion. Adjustments will have to be made after the expiration of the guaranteed delivery period on June 17, 2011.

Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the offer, 30,220,701 shares (approximately 52.2 percent) of Class A common stock and 31,208,640 shares (approximately 74.2 percent) of Class B common stock were validly tendered and not properly withdrawn. In addition, 16,964,440 shares (approximately 29.3 percent) of Class A common stock and 16,690,665 shares (approximately 39.7 percent) of Class B common stock were tendered pursuant to guaranteed delivery procedures, which permit shares to be delivered by the holder to the depositary by the expiration of the guaranteed delivery period on June 17, 2011. The tender offer expired at 12:00 midnight, New York City time, on Tuesday, June 14, 2011.*

Accordingly, Total has accepted for payment 30,220,701 shares of Class A common stock and 25,220,000 shares of Class B common stock at a purchase price of $23.25 per share for a total cost of approximately $1.3 billion. If the actual number of shares of Class A common stock validly tendered and not withdrawn after the expiration of the guaranteed delivery period exceeds 34,144,400, then Total intends to exercise its right to purchase additional shares at a price of $23.25 per share, up to a maximum of 60 percent of the shares of SunPower's Class A common stock outstanding at the close of business on June 13, 2011. 

The tender with respect to SunPower's Class B common stock is subject to proration, as more than 60 percent of SunPower's Class B common stock was tendered. The tender with respect to SunPower's Class A common stock will be subject to proration only if the actual number of shares of Class A common stock validly tendered and not withdrawn after the expiration of the guaranteed delivery period exceeds 60 percent of SunPower's Class A common stock at the close of business on June 13, 2011. Based upon the preliminary count, and assuming no shares tendered pursuant to guaranteed delivery procedures are properly delivered, there will be no proration factor for the Class A common stock and the proration factor will be approximately 80.8 percent for the Class B common stock. Assuming all shares tendered pursuant to guaranteed delivery procedures are properly delivered, the proration factor will be approximately 73.6 percent for the Class A common stock and 52.7 percent for the Class B common stock. 

The number of shares tendered and not properly withdrawn and the proration factors are preliminary and are subject to verification by Computershare Trust Company, N.A., the depositary for the tender offer and the proper delivery of all shares tendered (including shares currently tendered pursuant to guaranteed delivery procedures). The actual number of shares validly tendered and not properly withdrawn and the final proration factor will be announced promptly following completion of the verification process. Promptly after such announcement, the depositary will issue payment for the shares validly tendered and accepted for purchase under the tender offer and will return all other tendered shares.

Following the completion of the transaction, SunPower's shares will continue to trade on NASDAQ under the symbols "SPWRA" and "SPWRB."