REC Silicon ASA enters into Joint Venture agreement with chinese partner
Sandvika, Norway - REC Silicon ASA announced that its subsidiaries, REC Silicon AS and REC Silicon Inc, have entered into agreements with Shaanxi Non-Ferrous Tian Hong New Energy Co., Ltd. governing a joint venture partnership that will expand operations into China.
The production joint venture will construct and operate a new plant for the production of silane gas, solar and electronic grade polysilicon, utilizing REC Silicon's next generation fluidized bed reactor (FBR) technology. The new plant will be located in Yulin, in the Shaanxi Province, and is expected to have capacity of 18,000 metric tons of granular polysilicon, an additional 1,000 metric tons of Siemens polysilicon, and 500 metric tons of silane gas loading.
As part of these agreements, REC Silicon expects to receive upfront payments from Shaanxi Non-Ferrous Tian Hong New Energy Co., Ltd., totaling US$198 million (net of taxes) in March and August of 2014, for the production joint venture's rights to use its technology. As the production joint venture will have ownership of the technology rights, Shaanxi Non-Ferrous Tian Hong New Energy Co. Ltd. will be reimbursed by the production joint venture which will secure debt financing for the reimbursement instead of being funded by additional contributions from either party. Upon receipt of these payments and the issuance of necessary licenses for the production joint venture to conduct business, REC Silicon, Inc will begin to transfer necessary technology and operating procedures to the production joint venture.
REC Silicon will contribute US$244 million to acquire a 49% equity interest in the production joint venture. REC Silicon expects to make its capital contribution in three installments on the following schedule: US $75 million in September of 2014; US$15 million in August of 2016; and US$154 million in August of 2017. To acquire a 51% interest in the production joint venture, Shaanxi Non-Ferrous Tian Hong New Energy Co., Ltd. will contribute US$254 million in two installments, on a similar schedule.
REC Silicon does not anticipate taking on any additional debt nor offering any new equity rights in order to fulfill its investment obligations in the joint venture. Receipt of the upfront payments will allow REC Silicon to meet its 2014 debt obligations and increase REC Silicon's financial stability.
The production joint venture will be governed by a board of four directors, with REC Silicon and Shaanxi Non-Ferrous Tian Hong New Energy Co., Ltd. each appointing two directors. For the first three-year term, REC Silicon will appoint the Vice Chairman of the board and both the Chief Financial Officer and Chief Technology Officer; Shaanxi Non-Ferrous Tian Hong New Energy Co., Ltd. will appoint the Chairman of the board and the Chief Executive Officer. During the second three-year term, REC Silicon will appoint the Vice Chairman of the board and the Chief Executive Officer of the production joint venture; Shaanxi Non-Ferrous Tian Hong New Energy Co., Ltd. will appoint the Chairman of the board and the Chief Financial Officer of the production joint venture. Thereafter, appointment of those four positions will rotate between Shaanxi Non-Ferrous Tian Hong New Energy Co., Ltd. and REC Silicon every three years.
Source: IWR Online, 27 Feb 2014
