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    Trans India - SPAC kauft Solar Semiconductor - 500 Beiträge pro Seite

    eröffnet am 29.10.08 10:04:01 von
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      schrieb am 29.10.08 10:04:01
      Beitrag Nr. 1 ()
      October 27, 2008 02:30 AM Eastern Daylight Time
      Trans-India Acquisition Corporation to Merge with Solar Semiconductor Ltd.

      CHICAGO--(BUSINESS WIRE)--Trans-India Acquisition Corporation (AMEX: TIL) announced today that it has entered into a definitive agreement to acquire not less than 80% of privately held Solar Semiconductor Ltd. (Solar Semiconductor).

      Solar Semiconductor designs, manufactures and sells solar photovoltaic (PV) modules for industrial, commercial, public utility and residential applications internationally.

      Solar Semiconductor was incorporated in the Cayman Islands and has subsidiaries in the United States and India. Solar Semiconductor has manufacturing plants located in Hyderabad, India, with current annual capacity for 75 Megawatt (MW) of module production, which management believes makes the company the largest PV module producer in India. Solar Semiconductor is nearing completion of a “campus” facility with capacity for both PV module and solar cell manufacturing. This facility is expected to add additional PV module capacity of 120MW by the first quarter of 2009 and PV cell capacity of 30MW by the second quarter of 2009, and another 30MW of PV cell capacity by the fourth quarter of 2009. This new 50-acre facility is located in Fab City, near Hyderabad, which has been designated by the Indian government as a Special Economic Zone to promote the semiconductor and solar energy industry.

      Solar Semiconductor had consolidated revenue of approximately $15.2 million for the fiscal year ended March 31, 2008, and approximately $27.3 million and $27.2 million for the three-month periods ended June 30, 2008 and September 30, 2008, respectively, based on unaudited financial statements for such periods. Based on an anticipated production increase to meet current orders, Solar Semiconductor expects consolidated revenue for the fiscal year ended March 31, 2009 of approximately $140 million.

      “Solar Semiconductor’s strategic positioning in the high growth-potential clean energy sector and its remarkably rapid expansion excited us to merge both companies to deliver attractive returns to our shareholders,” said Mr. Bobba Venkatadri, President and CEO of Trans-India Acquisition Corporation. “Access to capital markets is critically important for us to become market leaders in our sector. We are pleased to merge with Trans-India Acquisition which will enable us to fuel our rapid growth and timely execute our business strategy,” commented Mr. Hari Surapaneni, President and CEO of Solar Semiconductor.

      Transaction Summary

      The parties to the definitive agreement are Trans-India, Solar Semiconductor, Solar Semiconductor’s subsidiaries in California and India, and certain shareholders of Solar Semiconductor. Shareholders holding an aggregate of approximately 85% of the outstanding capital stock of Solar Semiconductor are parties to the agreement as of today.

      Pursuant to the definitive agreement, Solar Semiconductor’s shareholders will receive in exchange for their stock shares of Trans-India common stock valued at $8.00 per share. The holders of Solar Semiconductor options and warrants will receive Trans-India options and warrants based on the closing exchange ratio. The number of shares and options and warrants to be issued at closing will be based upon a purchase price of $375,000,000, minus the aggregate amount of Solar Semiconductor’s long-term indebtedness on the closing date in excess of $50,000,000. In addition, the purchase price will be increased or decreased based on certain performance-based measurements. Upon the closing, the current shareholders of Solar Semiconductor will hold a majority of the outstanding shares of common stock of Trans-India.

      The performance-based component of the purchase price (referred to as the deferred purchase price amount) is based on Solar Semiconductor’s adjusted net income for the fiscal year ended March 31, 2010. If that adjusted net income exceeds $50,000,000, the purchase price will be increased by the lesser of: (1) $100,000,000; or (2) four times the amount by which the 2010 adjusted net income exceeds $50,000,000. If Solar Semiconductor’s adjusted net income during the fiscal year ended March 31, 2010 is less than $50,000,000, the purchase price will be decreased by the lesser of: (1) $175,000,000; or (2) eight times the amount by which the 2010 adjusted net income is less than $50,000,000. For purposes of the calculation of the deferred purchase price, adjusted net income differs from GAAP net income. Certain expenses are added back to GAAP net income to determine adjusted net income. These include certain stock related compensation expenses, expenses associated with the Trans-India acquisition of Solar Semiconductor and any costs associated with a listing on a national exchange. This will be more fully described in Trans-India’s proxy statement.

      The above consideration is calculated based on the presumed acquisition by Trans-India of all of the capital stock of Solar Semiconductor. Any and all purchase price consideration will be reduced proportionally by the percentage of any outstanding capital stock of Solar Semiconductor not acquired by Trans-India. The definitive agreement allows for any minority Solar Semiconductor shareholders to be added as a party to the agreement prior to the initial closing and for a limited period in subsequent closings. The initial closing, which will include not less than 80% of the outstanding capital stock of Solar Semiconductor, is contemplated to occur on or before February 14, 2009, subject to extension up to June 30, 2009 if Trans-India seeks and obtains approval of its stockholders to amend its certificate of incorporation to permit the extension.

      An aggregate of 24,375,000 shares of Trans-India common stock, representing $195,000,000 in value, will be placed in escrow at closing. Up to 21,875,000 shares of Trans-India common stock, or $175,000,000 in value, will be released to the Solar Semiconductor shareholders upon determination of Solar Semiconductor’s 2010 adjusted net income. Up to 4,687,500 shares of Trans-India common stock, or $37,500,000 in value, is subject to claims for indemnification obligations of the Solar Semiconductor shareholders under the definitive agreement. The balance of the escrow shares will be released to the Solar Semiconductor shareholders 18 months following the closing.

      All of the Solar Semiconductor shareholders that are party to the definitive agreement have agreed to enter upon closing into lock-up agreements with Trans-India that provide they will not sell or transfer any securities of Trans-India held by them upon closing for a period of 12 months. However, Trans-India may release from this lock-up up to an aggregate of 5,000,000 shares of common stock at any time following 6 months after the closing date.

      Certain key shareholders and employees of Solar Semiconductor have entered into non-competition and non-solicitation agreements with Trans-India that will become effective upon closing. These agreements provide that such individuals will not compete with the business of Solar Semiconductor in India, the United States and the European Union for a period of two years following termination of employment with Trans-India.

      The closing of the transaction is subject to customary closing conditions, including, among others, the approval of the transaction by the stockholders of Trans-India and the listing of the shares of common stock of Trans-India to be issued to the Solar Semiconductor shareholders on the American Stock Exchange. In addition, the closing is conditioned on holders of not more than 24.99% of the shares of Trans-India common stock voting against the transaction and electing to convert their Trans-India common stock into cash, as permitted by the Trans-India certificate of incorporation.

      Trans-India and Solar Semiconductor have customary rights to terminate the definitive agreement, including, among others, by mutual consent of the parties, by Trans-India if Solar Semiconductor’s historical financial statements are not audited by November 30, 2008 or by Trans-India or Solar Semiconductor if the closing does not occur by February 14, 2009 (or such later date up to June 30, 2009 if the Trans-India stockholders approve an extension for the time to complete the transaction). The existing management of Solar Semiconductor will continue as the management of Trans-India upon the closing of the transaction and the board of directors of Trans-India will consist of five directors, of which Solar Semiconductor will designate four members and Trans-India will designate one member.

      Trans-India will change its name upon closing to Solar Semiconductor Corporation.

      About Trans-India

      Trans-India is a blank check company organized under the laws of the State of Delaware to effect the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more target businesses with operations primarily in India. Trans-India consummated its initial public offering of 11,500,000 units on February 14, 2007.

      About Solar Semiconductor

      Solar Semiconductor designs, manufactures and sells solar photovoltaic products to its global customers for industrial, commercial and residential applications. Solar Semiconductor is currently expanding its module manufacturing capacity and installing cell manufacturing capacity as part of its value added strategic backward integration plan. Solar Semiconductor is the recipient of ISO 9001certification for its state of the art manufacturing plant in Hyderabad, India. Social responsibility and unwavering commitment to its customers is at the core of Solar Semiconductor’s mission. For more information, visit www.solarsemiconductor.com.
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      schrieb am 29.10.08 10:07:50
      Beitrag Nr. 2 ()
      27.09.2007, 12:52 Uhr Meldung drucken | Artikel empfehlen

      ersol gewinnt Solar Semiconductor als neuen Zellkunden

      Erfurt - Die im regenerativen Aktienindex RENIXX gelistete ersol Solar Energy AG liefert ab 2008 multi- und monokristalline Silizium-Solarzellen an den in Indien und USA ansässigen Modulproduzenten Solar Semiconductor Pvt. Ltd. Zu diesem Zweck haben beide Unternehmen auf der diesjährigen US-amerikanischen Photovoltaikmesse Solar Power einen Langfristliefervertrag unterschrieben, der bis 2017 läuft. Es ist vorgesehen, dass ersol Anzahlungen („Downpayments“) von Solar Semiconductor erhält, die dem international tätigen Modulfertiger später beim Bezug von Solarzellen in Form einer Kaufpreisreduzierung angerechnet werden. Die Module, die mit ersol Solarzellen gefertigt werden, verwendet Solar Semiconductor neben dem US-Markt auch in Projekten in Indien.

      „Die Photovoltaikmärkte USA und Indien weisen ein erhebliches Wachstumspotential auf. Durch die Zelllieferungen an Solar Semiconductor werden unsere Produkte nun noch stärker Eingang in den aufstrebenden US-amerikanischen Markt finden. Außerdem ist der indische Solarmarkt für uns äußerst spannend“, so ersols Vorstandsvorsitzender Dr. Claus Beneking nach Vertragsunterzeichnung.
      Avatar
      schrieb am 29.10.08 10:08:25
      Beitrag Nr. 3 ()
      AS Solar GmbH: Strategische Partnerschaft mit Solar Semiconductor Pvt. Ltd. PDF Drucken

      intersolar_sf_2008Die AS Solar GmbH hat auf der Intersolar Nordamerika in San Francisco, Kalifornien, mit der Solar Semiconductor Pvt. Ltd. einen umfangreichen Vertrag geschlossen. Dieser Langfristliefervertrag mit dem US-Amerikanischen Unternehmen aus Sunnyvale, Kalifornien, das in Indien seine Fertigung betreibt, beläuft sich auf ein Volumen von knapp einer halben Milliarde Euro. Bereits seit Januar dieses Jahres bezieht der Fachgroßhandel aus Hannover sowohl mono- als auch polykristalline Qualitätsmodule von Solar Semiconductor.
      „Über diese auf viele Jahre ausgelegte Zusammenarbeit mit unserem starken Partner freuen wir uns sehr. Aufgrund der damit verbundenen langjährigen Liefergarantie sind wir sicher, unsere nachhaltige Wachstumsstrategie im deutschen und internationalen Markt verwirklichen zu können.“, so Thomas Rust, Geschäftsführer bei AS Solar.
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      schrieb am 29.10.08 10:09:38
      Beitrag Nr. 4 ()
      Solar Semiconductor Announces Strategic Supplier Relationship with SolarWorld AG


      HYDERABAD, INDIA AND SUNNYVALE, CALIF., - July 1, 2008 - Solar Semiconductor strengthened its position as a rapidly growing international manufacturer of high-quality solar photovoltaic (PV) modules today by concluding a comprehensive delivery agreement with SolarWorld AG subsidiary Deutsche Solar AG, which operates one of the largest factories worldwide for the production of multi-crystalline solar silicon wafers. The agreement is a multi-year contract for the delivery of wafers worth over $1.2 billion U.S. dollars (750 million euros).

      Significant and Proven Step Ensuring a Steady Module Supply
      "We are very pleased to conclude a long term wafer-delivery agreement and are proud to be associated with SolarWorld AG," commented Hari Surapaneni, Chief Executive Officer of Solar Semiconductor. "Solar Semiconductor has a reputation for delivering the highest quality modules to the global marketplace. One of the key raw materials is the cell which derives its high quality from the source wafer. As a rapidly growing manufacturer of high-quality modules, it is important to assure our customers that we not only use cells from reputed manufacturers, but also employ high-quality wafers to ensure high-quality cells. With the addition of Deutsche Solar AG as our strategic supplier, we are continuing our tradition of exclusive partnering with world-class organizations."

      Capacity Utilization Ensured
      "We value our partnership with Solar Semiconductor who is known for high quality and proud to be associated with Solar Semiconductor as our long-term business partner. With this wafer contract we are securing the capacity utilization of the first expansion stage of our new wafer factory in Freiberg," said Dipl.-Ing. Frank H. Asbeck, Chairman and Chief Executive Officer of SolarWorld AG. Shortly, the Group will start construction of the new wafer factory in an industrial park near Freiberg, Saxony. In the first expansion step the capacity at the Saxony location will be increased to a total of 750 Megawatts (MW) by adding 250 MW by the end of year 2009. The ground-breaking ceremony for this new, highly advanced industrial complex of the SolarWorld Group will take place on July 7, 2008.
      Avatar
      schrieb am 23.11.08 15:02:31
      Beitrag Nr. 5 ()

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      schrieb am 16.01.09 04:43:11
      Beitrag Nr. 6 ()
      Werden bei der neuen Solarplaza-Tour besucht:


      www.pvtourindia.com
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      schrieb am 22.01.09 09:52:30
      Beitrag Nr. 7 ()
      ups:

      21.01.2009 22:33
      Trans-India Acquisition Corp. Agrees to Terminate Agreement to Acquire Solar Semiconductor Ltd.

      Trans-India Acquisition Corp. (News) (AMEX: TIL)(AMEX: TIL-U)(AMEX: TIL-WT) announced today that Trans-India and the stockholders of Solar Semiconductor Ltd. have mutually agreed, effective January 20, 2009, to terminate the share exchange agreement dated October 24, 2008, pursuant to which Trans-India was to have acquired at least 80% of Solar Semiconductor Ltd. The agreement is described in more detail in the Current Report on Form 8-K filed by Trans-India with the Securities and Exchange Commission on October 27, 2008. The parties mutually agreed to the termination due to the time constraints of the transaction and the current market conditions.
      Avatar
      schrieb am 31.01.09 14:19:38
      Beitrag Nr. 8 ()
      over and out:


      30.01.2009 15:03
      Trans-India Acquisition Corp. to Seek Stockholder Approval to Liquidate and Dissolve

      Trans-India Acquisition Corp. (AMEX: TIL, TIL-U, and TIL-WT) announced today that its board of directors has determined that the company will not consummate a business combination by its February 14, 2009 deadline under its charter to do so, and that it is advisable that the corporation be dissolved. As a result, Trans-India intends to convene a special meeting of its stockholders on March 10, 2009 to vote on a plan of liquidation and dissolution of the company. The record date for the special meeting is February 13, 2009.

      As a result, the company intends to promptly begin the process of dissolution and liquidating its trust account in accordance with its charter and applicable Delaware law. The company expects that the amounts held in its trust account, together with the interest thereon (net of applicable taxes) will be returned to stockholders who bought the company’s common stock. Assuming stockholder approval of the company’s plan of liquidation, the company expects to make an initial payment of $7.97 per common share. Further, upon completion of the company’s tax obligations the company currently expects to receive a small refund (of approximately $0.02 per common share), which it intends to distribute to stockholders at a later date. No payments will be made in respect of the company’s outstanding warrants or to any of the company’s initial stockholders with respect to any shares owned by them prior to the company’s initial public offering in February 2007.

      The Company intends to prepare and file with the Securities and Exchange Commission for mailing to its stockholders, as soon as practicable, a proxy statement seeking approval to effect the orderly liquidation and dissolution of the Company.
      Avatar
      schrieb am 11.03.09 09:40:27
      Beitrag Nr. 9 ()
      Antwort auf Beitrag Nr.: 36.487.537 von meinolf67 am 31.01.09 14:19:38granted:

      10.03.2009 21:04
      Trans-India Acquisition Corp. Announces Results of Special Meeting and Record Date for Trust Fund Distribution

      Trans-India Acquisition Corp. (News) (NYSE Alternext US: TIL, TIL-U, and TIL-WT) today announced that its stockholders voted to approve the dissolution of the Company and its proposed plan of liquidation, as presented in the Company's proxy statement dated February 20, 2009, at the special meeting of stockholders held on March 10, 2009.

      In addition, the Company’s board of directors has set March 16, 2009 as the record date for determining the stockholders entitled to receive liquidating distributions from the trust fund established by the Company at the consummation of its initial public offering and into which the net proceeds of the IPO were deposited. The Company has instructed its transfer agent, Continental Stock Transfer&Trust Company, to close its stock transfer books as of the close of business on March 16, 2009.

      Public stockholders at the close of business on March 16, 2009 will receive approximately $7.97 per share of common stock issued in the Company’s initial public offering. No payments will be made with respect to any of the Company’s outstanding warrants or to any of the Company’s initial stockholders with respect to the shares owned by them prior to the initial public offering. The Company expects the distribution date will be on March 17, 2009, or as soon thereafter as practicable.

      The Company intends to file a Certificate of Dissolution with the Secretary of State of the State of Delaware after the record date. Following the dissolution, and pursuant to the plan of liquidation, the Company's securities will be delisted from NYSE Alternext US and it will deregister its securities from the Securities and Exchange Commission. As a result, the Company will no longer be a public reporting company.
      Avatar
      schrieb am 11.06.09 11:37:54
      Beitrag Nr. 10 ()
      Solar Semiconductor flags off Ist export consignment of PV modules from Fab City.

      HYDERABAD, INDIA - February 25, 2009 - The First consignment of export of solar photovoltaic (PV) modules, manufactured by the Solar Semiconductor at its facilities in the Fab City, was flagged off today.

      The event marks the start of commercial production activity at the ambitious Fab City, promoted by the Andhra Pradesh Government. The Principal Secretary Industries, Government of Andhra Pradesh, Mr. B. Sam Bob and Chairman and MD of APIIC Mr. B.P. Acharya, flagged of the consignment and graced the occasion. Mr. S.S.N. Prasad, Director of the company, explained the salient features of the facility. He stated that the first of its kind green field project work started in the month of May, 2008 and completed its first phase in record time. Mr. Prasad said, "it is with the positive and proactive support from both the Industries department and APIIC officials that made it possible to achieve this present state of completion in the shortest possible time".

      This first consignment of PV modules, are headed to Germany via Mumbai. Solar Semiconductor has invested so far in excess of Rs. 200 crore in its first phase at the Fab City in creating state-of-art production facilities. This phase will have 120 MW of Module production and 60 MW of PV Solar Cells production capacity. Company is also planning to spend in excess of Rs.400 crores during this Fiscal Year for Module line expansion, Cell line expansion and Thin Film production lines.

      The unit, which went on stream, employs 600 people at present. It is housed on a 50-acre land allocated to the company by the APIIC. Solar Semiconductor is the first of over two dozen corporate in the solar and semiconductor industry to set up and begin production at the Fab City.

      At present Solar Semiconductor also have facilities near Kompally. The current overall capacity for PV modules manufacturing is 200 MW. The overall investment of Rs. 11,000 crore is envisaged to be invested over a period of ten years.

      Speaking at the brief function at Fab City today, Mr. Sam Bob congratulated Solar Semiconductor for keeping up schedules and also emerging as the first to start production. He expressed happiness that the unit would provide employment to a large number of people.

      Mr. Sam Bob said the Government was ready to set up a training unit at the Fab City to meet the growing demands of the semiconductor/solar industry for trained manpower. He requested the companies coming up to provide their support and inputs.

      "In the next 3-5 years, I expect to see most of the 24 units, which have been given license to get into the production mode. There are more applications from PV makers pending", he added.

      Mr. B.P. Acharya in his remarks said the achievement by Solar Semiconductor has dispelled doubts among people and media about the Fab City. "In fact, in the next three months, at least 4 more companies will be set for production", he said.

      "The Fab City is the largest cluster in India for semiconductor and PV. The APIIC has provided the necessary infrastructure and is willing to provide more facilities and encouragement to the tenants", he added.


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