Q.CELLS Creditors Approve Sale to Hanwha

As communicated in the Ad-hoc Disclosure Notice dated Aug. 26, 2012, a purchase and transfer agreement in respect of virtually all of the business operations of Q-Cells SE was entered into on Aug. 26, 2012 with a business belonging to the Korean Hanwha Group. This agreement was subject to the consent of the creditors’ meeting of Q-Cells SE.

The creditors’ meeting of Q-Cells SE consented to the purchase and transfer agreement Aug. 29, 2012.

On the basis of the purchase and transfer agreement, which remains subject to conditions precedent, among these merger clearance, it can be expected that insolvency claims ranked pursuant to § 38 of the German Insolvency Act (InsO) may receive an insolvency dividend of at least 20%.

The insolvency administration was provided with additional offers in respect of the acquisition of the business operations of Q-Cells SE. To this extent, however, specific or final offers of the bidder were missing.

Note is made – once again – that the shareholders of Q-Cells SE will receive neither dividends nor other notable benefits from the proceeds of the M&A process.


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Hanwha Group Intends to Acquire Q-Cells

Creditors to decide on approval on Aug. 29

Hanwha and insolvency administrator Henning Schorisch had signed a corresponding contract, subject to the approval of the creditors’ meeting on Aug. 29. Along with the assumption of business liabilities in the low hundreds of millions, the agreement also provides for a cash purchase price in the medium double-digit million Euro range.

The strategic investor intends to take over major parts of the Q.CELLS Group.

Q-Cells SE had filed for insolvency on April 3, 2012. In the months prior to this date, the legal basis for the planned financial restructuring was blocked due to a decision made by the Oberlandesgericht Frankfurt (Higher Regional Court, Frankfurt/Main). Schorisch, from hww wienberg wilhelm, a law firm operating throughout Germany, managed very quickly to stabilize business operations to an extent that no redundancies were necessary during the insolvency proceedings. Moreover, he had immediately started to look for investors.