Total and SunPower Confirm Total’s Cash Tende...
Parties Waive EU Approval Condition to Close Tender Offer
Total and SunPower Confirm Total’s Cash Tender Offer to Acquire 60 Percent of SunPower Scheduled to Expire on June 14, 2011
TOTAL
Total (CAC: TOTF.PA) (Paris:FP) (LSE:TTA) (NYSE:TOT) and SunPower Corp. (NASDAQ: SPWRA, SPWRB) today confirmed their intention to close Total’s all-cash tender offer, to purchase up to 60 percent of the outstanding shares of Class A common stock and 60 percent of the outstanding shares of Class B common stock of SunPower for $23.25 per share respectively, as scheduled on June 14, 2011.
In line with this intention, the two companies have waived the condition related to receipt of European Union competition law approval, as permitted by applicable European Union regulations. With the grant of this waiver by the two companies, all regulatory conditions to the completion of the tender offer are currently satisfied. All other terms and conditions of the tender offer remain unchanged.
Total and SunPower have amended the terms of the previously announced tender offer agreement and related agreements to reflect the waiver and certain other related matters.
The offer period will thus expire at 12:00 midnight, New York City time, on June 14, 2011 unless the offer is further extended.
About SunPower
SunPower Corporation (Nasdaq: SPWRA, SPWRB) designs, manufactures and delivers the highest efficiency, highest reliability solar panels and systems available today. Residential, business, government and utility customers rely on the company’s quarter century of experience and guaranteed performance to provide maximum return on investment throughout the life of the solar system. Headquartered in San Jose, Calif., SunPower has offices in North America, Europe, Australia and Asia. For more information, visit www.sunpowercorp.com.
About Total
Total is one of the world’s major oil and gas groups, with activities in more than 130 countries. Its 93,000 employees put their expertise to work in every part of the industry – exploration and production of oil and natural gas, refining and marketing, gas & power and trading. Total is working to keep the world supplied with energy, both today and tomorrow. The Group is also a first rank player in chemicals.
For more information, visit www.total.com.
Additional Information
This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of the SunPower’s Class A and Class B common stock described in this announcement commenced on May 3, 2011 and is only being made pursuant to the Tender Offer Statement on Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents, as each may be amended, supplemented or modified) filed with the U.S. Securities and Exchange Commission (“SECâ€) on May 3, 2011. At the time the tender offer was commenced, Total and a subsidiary of Total (“Purchaserâ€) filed the Tender Offer Statement on
Schedule TO, and SunPower filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Purchaser and SunPower mailed these documents to the stockholders of SunPower. The Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents, as each may be amended, supplemented or modified) and the Solicitation/Recommendation Statement contain important information relating to the tender offer and SunPower stockholders are urged to read those documents, and any amendments to those documents, carefully before making any decision with respect to the tender offer. Those materials and all other documents filed by Total, Purchaser or SunPower with the SEC are available at no charge on the SEC’s web site at www.sec.gov. The Tender Offer Statement and related materials may be obtained for free by directing such requests to MacKenzie Partners, Inc., the Information Agent for the tender offer, at (800) 322-2885. The Schedule 14D-9 Solicitation/Recommendation Statement and such other documents may be obtained for free by directing such requests to SunPower, 77 Rio Robles, San Jose, CA 95134 or at http://investors.sunpowercorp.com/
SunPower Forward-Looking Statements
Any statements contained in this press release that are not historical facts, and the assumptions underlying such statements, are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,†“believe,†“estimate,†“expect,†“forecast,†“intend,†“may,†“plan,†“project,†“predict,†“should†and “will†and similar expressions as they relate to SunPower are intended to identify such forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Forward-looking statements in this press release include statements concerning the parties’ ability to close the transaction and the expected closing date of the transaction. Actual events or results may differ materially from those described in this release due to a number of risks and uncertainties. These potential risks and uncertainties include, among others, uncertainties as to the timing of the tender offer; the satisfaction of closing conditions; and other risks detailed in SunPower filings with the SEC, including those discussed in SunPower´s annual report on Form 10-K for the year ended January 2, 2011 and quarterly report on Form 10-Q for the quarter ended April 3, 2011, which is on file with the SEC and available at the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of their dates. SunPower is not obligated, and does not intend, to update these forward-looking statements to reflect events or circumstances after the date of this release.
Total Forward-Looking Statements
This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the tender offer and related transactions and the financial condition, results of operations, business, strategy and plans of Total. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including currency fluctuations, the price of petroleum products, the ability to realize cost reductions and operating efficiencies without unduly disrupting business operations, environmental regulatory considerations and general economic and business conditions. Total does not assume any obligation to update publicly any forward looking statement, whether as a result of new information, future events or otherwise. Factors that could cause actual results of the tender offer to differ materially include the following: costs related to the proposed transaction, the risk of failing to obtain any regulatory approvals or satisfy conditions to the transaction, the risk that the transaction will not close or that closing will be delayed, the risk that our respective businesses will suffer due to uncertainty related to the transaction, and the competitive environment in the solar industry and competitive responses to the transaction. Further information on factors which could affect the company’s financial results is provided in documents filed by the Group with the French Autorité des Marchés Financiers and the U.S. Securities and Exchange Commission.
SunPower is a registered trademark of SunPower Corp. All other trademarks are the property of their respective owners.
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| Capital 5 896 359 120 euros |
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| Bertrand DE LA NOUE |
| Martin DEFFONTAINES |
| Karine KACZKA |
| Laurent KETTENMEYER |
| Matthieu GOT |
| or |
| Robert HAMMOND (U.S.) |
| Tel.: (1) 713-483-5070 |
| Fax: (1) 713-483-5629 |
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