MEMC Electronic Materials will pay the consideration as to 70% in cash and 30% in stock. The agreement also includes an earn-out provision of an additional $89 million to be paid in cash and stock based on SunEdison achieving certain performance targets in 2010.
In addition, the agreement calls for employee retention payments of $17 million in cash at closing, and up to $34 million in stock which is subject to SunEdison meeting certain performance criteria and time vesting, the payment of certain transaction expenses and the assumption of net debt.
Morgan Stanley is advising SunEdison on the transaction, which is expected to close by the end of 2009.
Deal Value (US$ Million) 200 Deal Type Acquisition Sub-Category Majority Acquisition Deal Status Announced: 2009-10-22
Deal Participants
Target (Company) SunEdison LLC Acquirer (Company) MEMC Electronic Materials, Inc.
Deal Rationale
This acquisition will provide a third engine of growth for MEMC. The transaction will enable SunEdison to drive revenue growth for its wafer business while producing a recurring revenue stream from solar-generated electricity.

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