Press release from GlobeNewswire (a Nasdaq OMX company)
SolarCity to Acquire Zep Solar
Wednesday, October 09, 2013
SolarCity to Acquire Zep Solar04:59 EDT Wednesday, October 09, 2013
SAN MATEO and SAN RAFAEL, Calif., Oct. 9, 2013 (GLOBE NEWSWIRE) -- SolarCity Corp. (Nasdaq:SCTY) and Zep Solar, Inc., today announced that they have entered into a definitive agreement for SolarCity to acquire Zep Solar, Inc. for approximately $158 million. The purchase price is payable in shares of SolarCity common stock, and is subject to reduction for the amount of net indebtedness of Zep Solar as of the closing. Zep Solar is one of the leading providers of residential photovoltaic module mounting systems in the U.S., and has been one of SolarCity's primary component suppliers for residential systems in 2013. Upon close of the acquisition, Zep Solar will operate as an independent business unit of SolarCity.
"Zep Solar's product allows each of our crews to install significantly more solar every day, and it looks better on the roof than any comparable product we've seen. By acquiring Zep Solar, we can deliver solar electricity at a lower cost than was previously possible," said Tanguy Serra, SolarCity's executive vice president of operations. "Zep Solar has a very talented team and an extremely strong patent portfolio. We plan to continue to offer the Zep Compatible platform to international installers looking to increase their productivity. We will also continue to maintain the open nature of the Zep Compatible platform and continue to support integration with module manufacturers and other vendors."
Zep Solar's product portfolio works as a comprehensive system that reduces the cost and complexity of designing, shipping, warehousing, and installing PV systems. Its technology has helped SolarCity's installation crews to double the number of residential systems they can install each day since they began using the product earlier this year. After the close of the acquisition, SolarCity and Zep Solar plan to market and sell Zep Solar products in Australia, Germany, Japan and the United Kingdom.
"The combining of SolarCity and Zep Solar will help our companies execute a shared vision to bring solar power to the masses," said Mike Miskovsky, CEO of Zep Solar, who will remain in charge of Zep Solar after the close of the acquisition. "We achieved profitability this year and I'm proud of what the Zep Solar team has accomplished in less than four years, and even more excited about how much more we can do in partnership with SolarCity."
The transaction is structured as an acquisition of all of the outstanding capital stock of Zep Solar through a merger of Zep Solar with a wholly-owned acquisition subsidiary of SolarCity. The actual number of shares of SolarCity common stock to be issued in the transaction will be based on the final purchase price and the volume weighted average price per share of SolarCity common stock for the ten trading day period prior to the completion of the merger. The transaction is expected to be completed in December, subject to customary closing conditions.
About Zep Solar
Zep Solar, Inc. was founded in 2009 by PV industry veterans to advance the proliferation of solar energy through well designed PV mounting and grounding products. Zep Solar licenses its patented Zep Groove technology to a growing list of top-tier PV module and power electronics manufacturers, and manufactures its own line of complementary mounting and grounding hardware – offering the world's first comprehensive platform for PV system installation. The Zep Compatible platform substantially reduces the cost and complexity of designing, shipping, warehousing, and installing PV systems.
SolarCity® (Nasdaq:SCTY) provides clean energy. The company has disrupted the century-old energy industry by providing renewable electricity directly to homeowners, businesses and government organizations for less than they spend on utility bills. SolarCity gives customers control of their energy costs to protect them from rising rates. The company offers solar power, energy efficiency and electric vehicle services, and makes clean energy easy by taking care of everything from design and permitting to monitoring and maintenance. SolarCity currently serves 14 states and signs a new customer every five minutes. Visit the company online at www.solarcity.com and follow the company on Facebook & Twitter.
This release contains forward-looking statements including, but not limited to, statements regarding SolarCity's expected cost reductions and expansion to international markets, and the anticipated timing of closing the acquisition. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward looking statements, including the risk that the timing of the transaction is delayed or the closing conditions are not satisfied. You should read the section entitled "Risk Factors" in SolarCity's quarterly report on Form 10-Q, which has been filed with the Securities and Exchange Commission and identifies certain of these and additional risks and uncertainties. SolarCity does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
CONTACT: Media Contact SolarCity Jonathan Bass 650.963.5156 firstname.lastname@example.org