MEMC completes SunEdison acquisition

ST. PETERS, USA: MEMC Electronic Materials Inc., a leading provider of silicon wafers to the semiconductor and solar industries, has completed the acquisition of privately held Sun Edison LLC, a developer of solar power projects and North America's largest solar energy services provider.

As previously disclosed, the purchase price of $200 million was paid 70 percent in cash and 30 percent in MEMC stock, plus certain retention payments, transaction expenses, and the assumption of net debt.

"This acquisition further enhances our positioning in the solar industry," said Ahmad Chatila, CEO of MEMC. "Renewable, clean solar energy is still in its infancy as a growing global industry. Our role in reducing costs in both the components of solar modules and well as the actual solar plants will help to further accelerate this growth."

"Our strategy is to drive revenue growth for our wafer business while SunEdison produces a recurring revenue stream from solar generated electricity. At the same time, SunEdison can directly benefit from the technological and cost advances that we are helping to create with continuing improvements in silicon wafer technology. This acquisition is the beginning of an exciting new chapter in the successful 50 year history of MEMC."

SunEdison is based in Beltsville, Maryland and employs approximately 300 people worldwide. It "simplifies solar" by managing the development, financing, operation and monitoring of solar power plants for commercial customers, including many national retail outlets, government agencies, and utilities.

In a typical structure, SunEdison arranges third party, non-recourse financing for the facility and the customer has no upfront capital outlay. With one of the strongest brands in solar, SunEdison will continue to operate with the SunEdison name, as a subsidiary of MEMC.

Other events
MEMC announced that, in connection with the acquisition of Sun Edison LLC, the Company granted special inducement grants under its 2009 Special Inducement Grant Plan to retain certain SunEdison employees (224 in total) as employees of MEMC and its newly acquired SunEdison business unit.

The Company granted an aggregate of 584,372 restricted stock units, which vest on the first anniversary of the Closing, subject to such employees being employed by MEMC and/or the SunEdison business unit on such date.

The Company also granted an aggregate of 1,644,529 restricted stock units, which are subject to vesting requirements based on both performance and time. The performance requirements are tied to the same metrics as the earnout contemplated by the merger agreement.

Assuming the performance requirement is achieved, (i) 34 percent of such earned grants will vest on the date that MEMC determines to be the issue date following the end of the earnout period; (ii) 33 percent of such earned grants will vest on December 31, 2011; and (iii) the remaining 33 percent of such earned grants will vest on December 31, 2012, assuming that the subject employee is employed by MEMC or the SunEdison business unit as of those dates.

The Company's Board of Directors approved the 2009 Special Inducement Grant Plan based on the employment inducement exemption provided under the NYSE listing standards. As a result, the Plan did not require shareholder approval, and this press release is being issued pursuant to applicable NYSE guidance.