SunEdison, Inc. Announces Private Placement of Shares to Samsung in Connection
with SunEdison Semiconductor Initial Public Offering
Additional Transactions to Provide SSL with Low-Cost Internal Polysilicon
Capability and Increase in Market Share with Samsung
ST. PETERS, Mo., March 20, 2014
ST. PETERS, Mo., March 20, 2014 /PRNewswire/ --SunEdison, Inc. (NYSE: SUNE)
today announced a series of transactions that are expected to occur concurrent
with the initial public offering (IPO) of its semiconductor division,
SunEdison Semiconductor Limited (SSL), including:
oSamsung Fine Chemicals will purchase $100 million of SSL's ordinary shares
at the IPO price through a private placement concurrent with SSL's IPO.
oSamsung Fine Chemicals has entered into an agreement with SunEdison
pursuant to which SunEdison will purchase from Samsung Fine Chemicals
shares representing a 35% interest in SMP, a joint venture between Samsung
Fine Chemicals and SunEdison, and SunEdison will contribute those shares
to SSL. Samsung Fine Chemicals will continue to be invested in SMP,
owning 15% of SMP following the completion of the transaction. SMP is the
low-cost fluidized bed reactor (FBR) based polysilicon joint venture under
construction in Ulsan, Korea. The facility is expected to be completed in
the second half of 2014 and will provide solar grade polysilicon to
SunEdison with the potential to provideelectronic grade polysilicon to
SSL in the future.
oSamsung Electronics has entered into an agreement with SSL pursuant to
which SSL will purchase Samsung Electronics' remaining 20% interest in
MEMC Korea Company, in exchange for the issuance by SSL to Samsung
Electronics of ordinary shares through a private placement concurrent with
SSL's IPO. Upon completion of these transactions, SSL will own 100% of
MEMC Korea Company.
oSamsung Electronics and SSL have entered into a long-term agreement for
Samsung Electronics to purchase semiconductor wafers from SSL. As a
result, SSL's market share with Samsung Electronics is expected to
increase in each of the next three years.
"Through continued cooperation and a long-standing relationship with Samsung
Fine Chemicals and Samsung Electronics, the respective companies and SunEdison
have agreed to these mutually beneficial transactions. Through SMP, SSL will
be able to supply nearly all of its requirements for low-cost, high-quality
granular polysilicon internally, and will gain a key customer as an investor,"
commented Brian Wuebbels, Chief Financial Officer of SunEdison, Inc. "We look
forward to a continued strong relationship with Samsung as a key investor and
"Samsung Fine Chemicals is pleased to invest in SSL. In addition, the sale of
most of our interest in SMP will enable us to focus on our core competences
area such as Mecellose, Hecellose, and AnyCoat and on prospective new business
engines such as raw materials of rechargeable batteries and biodegradable
polymers for long-term growth," said Mr. Hwang Yunil, Director in charge of
Business Strategy, Samsung Fine Chemicals.
A registration statement relating to the securities of SSL has been filed with
the SEC, but has not yet become effective. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. This press release shall not constitute an offer to sell or
a solicitation of an offer to buy nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
The sale of the ordinary shares of SSL to Samsung Fine Chemicals and Samsung
Electronics will not be registered under the Securities Act of 1933, as
SunEdison is a global leader in semiconductor and solar technology. SunEdison
has been a pioneer in the design and development of silicon wafer technologies
for over 50 years. With R&D and manufacturing facilities in the U.S., Europe,
and Asia, SunEdison enables the next generation of high performance
semiconductor devices and solar cells. SunEdison is also a developer of solar
power projects and a worldwide leader in solar energy services. SunEdison's
common stock is listed on the New York Stock Exchange under the symbol
About Samsung Fine Chemicals
SFC is a chemical affiliate of Samsung Group and a producer of specialty
chemicals used for a variety of industries, including construction additives,
pharmaceutical coating materials and raw material for semiconductor developer.
SFC is reinforcing the business portfolio by expanding into environmental
friendly products such as biodegradable polymer. SFC's common stock is listed
on the Korean Stock Exchange under the symbol "004000.KR" and is included in
the KOSPI 200 Index.
Certain matters discussed in this press release are forward-looking statements
and are made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These "forward-looking" statements include
statements relating to, among other things, the proposed initial public
offering of ordinary shares of SSL and the transactions among Samsung Fine
Chemicals, Samsung Electronics, SunEdison and SSL. These statements involve
certain risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. The forward-looking
statements in this press release speak only as of the date of this press
release and are subject to uncertainty and changes. Given these circumstances,
you should not place undue reliance on these forward-looking statements. Each
of Samsung Fine Chemicals, Samsung Electronics, SunEdison and SSLexpressly
disclaims any obligation or undertaking to release publicly any updates or
revisions to such statements to reflect any change in its expectations with
regard thereto or any changes in the events, conditions or circumstances on
which any such statement is based.
SOURCE SunEdison, Inc.
Contact: Media: Dawn Brister, SunEdison, Inc., email@example.com, (650)
453-5685; Kwang Young (Stanley) Seo, CFA, Head of Communication Team,
(Investor & Public Relations), Samsung Fine Chemicals, firstname.lastname@example.org,
(82-2) 2255-0761; Investors/Analysts: Chris Chaney, Director, Investor
Relations, SunEdison, Inc., email@example.com, (636) 474-5226; Kwang Young
(Stanley) Seo, CFA, Head of Communication Team, (Investor & Public Relations),
Samsung Fine Chemicals, firstname.lastname@example.org, (82-2) 2255-0761
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