SunPower announces agreement to acquire Tenesol SA

SAN JOSE, USA: SunPower Corp., a Silicon Valley-based manufacturer of high-efficiency solar cells, solar panels and solar systems, has signed a definitive agreement to acquire Tenesol SA, a global solar provider headquartered in La Tour de Salvagny, France.

Tenesol, a wholly-owned subsidiary of Total SA, has operations in 18 countries and solar panel manufacturing facilities in France and South Africa.

Under the terms of the agreement, SunPower will acquire Tenesol from Total for $165.4 million in cash. Concurrently with the closing of the acquisition, Total has agreed to purchase 18.6 million shares of SunPower common stock in a private placement at $8.80 per share, a 50 percent premium to SunPower's December 22, 2011 closing price.

The transaction has been approved by an independent committee of SunPower's board of
directors and is expected to close early in 2012 following the satisfaction of customary closing conditions. SunPower expects the acquisition will positively affect its financial position in 2012. After the sale of Tenesol, Total will own approximately 66 percent of SunPower's common shares.

Tenesol has been designing, engineering, manufacturing, installing and managing solar energy systems for its global customer base since 1983. It is a top-tier solar energy operator in Europe and a leader in the French market for large industrial and commercial photovoltaic rooftop solutions. The company has installed more than 15,000 solar systems worldwide totaling 500 megawatts (MW) dc. With a significant footprint in Europe, and as being a leader in the off-grid emerging market sector, Tenesol recorded revenue of EUR 240 million in 2010 and expects to record revenue of approximately EUR 200 million in 2011. Post acquisition, the combined company will have deployed more than 2,500 MW dc globally.

"Our acquisition of Tenesol is another step toward differentiating ourselves in the competitive solar market, further expanding our downstream presence and benefiting from the strong backing of Total," said Tom Werner, SunPower president and CEO. "We said on day one that the partnership with Total would provide strength to our balance sheet, access to new markets and investment in research and development. In six short months, we have seen these benefits accrue to SunPower."

"Combining the activities of Tenesol with SunPower is a step forward in Total's strategy to become a world player in the promising solar industry," said Philippe Boisseau, president, Total Gas and Power Division. "SunPower brings the world's highest efficiency, highest reliability technology to market with guaranteed performance. Tenesol's well-established channels, manufacturing base and complementary global footprint will help expand SunPower's market reach and accelerate its share gain during market consolidation."

Total and SunPower also reached new agreements that further strengthen SunPower's balance sheet and liquidity position. In addition, Total has agreed to pursue negotiations for several additional agreements with SunPower related to directly investing in SunPower's research and development, developing the first initial, full-scale, commercial concentrator power plant with the SunPower C7 Tracker, and purchasing10 MW of SunPower products for the development of projects worldwide.

Deutsche Bank Securities Inc. provided a fairness opinion to the independent committee of SunPower's board of directors in connection with the acquisition.