EANS-News: German top technology meets Chinese cost advantages - LDK Solar is taking a stake in Sunways

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Mergers - Acquisitions - Takeovers/Restructuring & Recapitalisations

Subtitle: · Through a capital increase of Sunways AG, LDK Solar
Germany Holding GmbH will become strategic anchor shareholder · The
investor plans to submit a voluntary public takeover offer to all
shareholders of Sunways AG · The entire transaction shall be
completed in the first quarter of 2012 · Sunways will continue to be
a separate brand

Konstanz (euro adhoc) - 02. January 2012 - Via its group company LDK
Solar Germany Holding GmbH, LDK Solar Co., Ltd. (LDK:US, LDK.N, ISIN
US50183L1070), which is listed on the New York Stock Exchange (NYSE),
will acquire approximately 33 percent of Sunways AG´s (SWW:GR,
SWWG.DE, ISIN DE0007332207) increased share capital following a
capital increase from its authorized capital. A corresponding
resolution was passed today by the Management Board of Sunways AG
with the consent of the company´s Supervisory Board. An investment
agreement with LDK Solar Germany Holding GmbH and LDK Solar Co., Ltd.
also approved by the Supervisory Board of Sunways AG was signed at
the same time.

LDK Solar Group is among the world´s ten largest photovoltaic
companies in terms of sales. As the world´s largest fully integrated
manufacturer of silicon, wafers, solar cells and solar modules, LDK
Solar has supplied raw materials to Sunways AG for many years and, in
2010, also entered into a cooperation arrangement relating to the
production of Sunways solar modules.

"We are happy that we have found in LDK a strategic anchor investor
who shares our vision of the photovoltaic future and with whom we
were able to develop over many years of intensive cooperation a
relationship of trust with the highest appreciation and respect",
says Michael Wilhelm, the Chairman of the Management Board (CEO) of
Sunways.

In the capital increase, LDK Solar Germany Holding GmbH, with its
corporate seat in Germany, will subscribe for a total of 5.79 million
new shares of Sunways AG to be issued against a cash contribution and
contributions in kind. The issue amount of the shares to be granted
against the cash contribution amounts to a total of EUR 2,201,805.50.
Simultaneously, LDK Solar Germany Holding GmbH has announced its
intention to submit to the Sunways shareholders a public takeover
offer for all outstanding shares in the company. "We support LDK
Solar´s intention to further increase its stake since this would
facilitate the realization of synergies on the sales as well as on
the cost side and would enable us to demonstrate a specific growth
funding", explains Michael Wilhelm.

Subject to approval of the offer´s publication by the Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht - BaFin), the takeover offer is
expected to be published in late January 2012. Under this offer, a
cash consideration of EUR 1.90 per share is to be offered to the
Sunways shareholders. Both the capital increases as well as the
completion of the takeover offer have to be formally cleared by the
Federal Cartel Office (Bundeskartellamt). Following clearance under
cartel law, the offer might be completed in the first quarter of
2012.

"In our opinion, LDK Solar´s investment constitutes clear proof of
the technological leadership of Sunways in the area of solar cells
and solar inverters. The combination of our established quality, PV
system and design competence with the strong competitiveness and
sales presence of LDK will open up promising international
opportunities for Sunways", says Michael Wilhelm. Xiaofeng Peng,
Chairman, CEO and founder of LDK Solar, is also convinced that the
cooperation will be successful: "We are investing in Sunways AG
because we are convinced of the Sunways products and business model
and believe in the market potential of the Sunways brand - a perfect
match for both sides."

Against the background of LDK Solar´s investment, Sunways AG is
expected to achieve significant increases in sales and results
improvements in particular in Germany and other European countries
over the next few years, despite difficult market conditions.
"Although it cannot be precluded that, in view of the difficult
situation in the industry, further capacity adjustments may be
required in the following months, LDK Solar´s investment offers a
solid perspective for the future", says Michael Wilhelm.

By way of the capital increase against contributions in kind, Sunways
AG will inter alia acquire the indirect ownership of a company based
in China. Thus Sunways AG will have access to LDK Solar´s module
production plants in China, which, in addition to cost advantages,
will also involve opportunities for the further joint development of
high-performance solar modules. In addition, Sunways will be able to
position itself from the very beginning in one of the largest PV
growth markets thanks to its superior inverter technology and with
the aid of the LDK sales presence.

In the context of the investment agreed upon today, Sunways and LDK
Solar Germany Holding GmbH also terminated the formerly existing
long-term contract for the supply of wafers to Sunways. The terms and
conditions of this agreement, from the point of view of Sunways AG,
were no longer in line with the current market situation. To this
end, the termination agreement has been entered into, subject to the
condition subsequent that the implementation of the capital increase
has not been registered by June 30, 2012. Under the termination
agreement, Sunways AG waived a down-payment already made and has
agreed to make a final payment to LDK Solar Germany Holding GmbH in
the lower double-digit million range (equal to approximately 2
percent of the initial contract volume). The payment claim of LDK
Solar Germany Holding GmbH resulting from the termination is
considered in the range of around 23 percent in the context of the
capital increase as contribution in kind while the remaining amount
has been structured as long-term liability.

Following LDK Solar´s investment, Sunways with its headquarters in
Konstanz and cell production in Arnstadt is to continue its targeted
growth. The same applies to the Sunways brand. According to LDK Solar
Germany Holding GmbH and LDK Solar Co., Ltd., no delisting of the
company is planned.

This press release is also available on www.sunways.eu/en and
www.presseportal.de/pm/57666/sunways_ag.

Forward-looking statements This press release contains statements
relating to the future business development of Sunways AG that are
based on management assumptions and estimates made at the time of
publication. Should the assumptions underlying the prognoses fail to
be fulfilled, actual events may vary substantially from
forward-looking statements. Uncertainties include changes in the
political, legal, economic and business environment, exchange and
interest rate fluctuations as well as the behaviour of competitors
and other market participants. Sunways does not intend and is not
under any obligation to update forward-looking statements on an
ongoing basis as these are exclusively based on the circumstances
prevailing as of the date of publication.

About Sunways Sunways AG, Konstanz/Germany, stands for consistent use
of solar energy to secure long-term energy supply of man in an
efficient and sustainable manner. Sunways offers technological
competence, performance and highest quality - from single components
to complete solar systems.Since its foundation in 1993, Sunways AG
evolved into a technology leader in the photovoltaics industry
serving international markets. With silicon-based solar cells,
inverters, solar modules and solar systems, the company offers all
components required for high-yield photovoltaic power generation.
With photovoltaic solutions tailored to customers´ needs (transparent
and coloured solar cells, building- integrated photovoltaic
installations), Sunways turns exceptional ideas into reality.Sunways
Production GmbH in Arnstadt/Germany is a subsidiary of Sunways AG; in
addition, the group has own branch offices in Barcelone/Spain and
Bologna/Italy. In 2010, Sunways AG with about 340 employees realised
sales of around EUR 220 million.The shares of Sunways AG are listed
at the Frankfurt Stock Exchange (SWW:GR, SWWG.DE, ISIN DE0007332207).
For further information, please visit www.sunways.eu/en.

Further inquiry note:
Dr. Harald F. Schaefer
Head Corporate Communications and Investor Relations
Tel.: +49 (0)7531 996 77-415
E-Mail: communications@sunways.de

end of announcement euro adhoc
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company: Sunways AG
Macairestr. 3 - 5
D-78467 Konstanz
phone: +49 (0)7531 99677 0
FAX: +49 (0)7531 99677 10
mail: info@sunways.de
WWW: http://www.sunways.de
sector: Alternative energy
ISIN: DE0007332207
indexes: CDAX, Prime All Share, Technology All Share
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
Hamburg, Stuttgart, Düsseldorf, München
language: English