Motech and Topcell Announce Merger Agreement
Motech Industries, Inc, manufacturer of photovoltaic (PV) cells, and Topcell Solar International Co., Ltd.( "TSi") manufacturer of PV cells, have approved the merger agreement through a share swap of 6 TSi common shares for each Motech newly issued share. Motech will be the surviving company and remain the same company name post the merger. The merger closing date is tentatively scheduled on July 1, 2015, subject to receipts of regulatory and shareholder approvals. Fubon Securities Co., Ltd. is the financial advisor of this merger.
United Microelectronics Corporation ("UMC") holds indirectly 92% stake of TSi and will become the second largest shareholder of Motech with around 9% stake of the combined company.
Through the merger, the combined entity will become the world's largest professional manufacturer of photovoltaic cells with 3GW production capacity. By means of effective resource integration and organization reinforcement, Motech will achieve better operational efficiency, enhance its invention technology, as well as improve product quality and variety for customers. In addition, with enlarged economic scale, Motech will have stronger supply-chain value and bargaining power to further reduce production costs so as to create better profitability and stronger growth momentum.
Motech, post the merger, will have a solid shareholder base, sound corporate governance, healthy financial structure and excellent human resource and devote to promoting renewable energy development to fulfill our promise and commitment for corporate social responsibility and comprehensive business sustainability.
Both companies agree that industry integration is the future trend in the solar market; thus, the cooperation between TSi and Motech is an important milestone of development in solar industry. Motech, post the merger, will capitalize on economies of scale to achieve operational synergies in various functions so as to enhance the overall value of enterprise and personnel, as well as to strengthen global position and competitiveness
