SOLAREDGE TECHNOLOGIES, INC. (NASDAQ:SEDG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On January 7, 2019, SolarEdge Technologies, Inc. (“SolarEdge”) entered into a definitive agreement to acquire a majority holding in SMRE S.p.A. (“SMRE”) from MTI Holding s.r.l., Mr. Gabriele Amati and Mr. Giampaolo Giammarioli. Headquartered in Italy, SMRE provides innovative integrated powertrain technology and electronics for electric vehicles. SMRE’s stock is publicly traded on the Italian AIM.
The acquisition entails a purchase of approximately 51% of the outstanding shares of SMRE to a share purchase agreement, for an aggregate purchase price of approximately $77 million, with 50% of such amount to be payable in cash and the remaining 50% of the purchase price to be payable in approximately 1.1 million shares of SolarEdge common stock, approximately 75% of such shares will be subject to restrictions on sale by the holder for a period of 12 to 48 months after the closing date.
The transaction is expected to close in the coming weeks and will be followed by a mandatory tender offer in which SolarEdge will offer to purchase, subject to regulatory reviews and approvals, the remaining outstanding ordinary shares of SMRE that are currently listed on the Italian AIM stock exchange, in an all cash transaction, with the goal of SMRE becoming a wholly-owned subsidiary of SolarEdge.
The common stock of SolarEdge issuable in the initial acquisition will be issued without registration to the exemption provided by Section 4(a)(2) and Regulation S under the Securities Act of 1933, as amended. SolarEdge has agreed to provide registration rights to the holders of shares of SolarEdge common stock issued in connection with the initial acquisition.
The Share Purchase Agreement is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 3.02
The information set forth in Item 1.01 is incorporated by reference herein.
Item 7.01.Regulation FD Disclosure.
The Company issued a press release with respect to the acquisition, which is furnished as Exhibit 99.1 hereto. The information provided in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
SolarEdge Technologies Inc Exhibit
EX-2.1 2 exhibit_2-1.htm EXHIBIT 2.1 Exhibit 2.1 To: SolarEdge Technologies Inc. 47505 Seabridge Drive,…
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About SOLAREDGE TECHNOLOGIES, INC. (NASDAQ:SEDG)
SolarEdge Technologies, Inc. offers an inverter solution for a solar photovoltaic (PV) system. The Company’s products include SolarEdge Power Optimizer, SolarEdge Inverter, StorEdge Solutions and SolarEdge Monitoring Software. Its product roadmap consists of categories, including power optimizers, inverters, monitoring services, energy storage and smart energy management. The Company’s power optimizers provide module-level maximum power point (MPP) tracking and real-time adjustments of current and voltage to the optimal working point of each individual PV module. The Company’s solution consists of a direct current (DC) power optimizer, an inverter and a cloud-based monitoring platform that operates as a single integrated system.
