① The underlying asset involved in this restructuring is Trina Solar's 5GW module factory, which has completed construction in the US and is about to be put into operation. ② Tianhe Solar will receive 0.1 billion US dollars in cash, senior notes with a face value of 0.15 billion US dollars, and FREYR common stock. ③ Currently, Trina Solar is facing losses, and its gross sales margin is the highest in the US market.
“Science and Technology Innovation Board Daily”, November 7 (Reporter Yu Jiaxin) On the evening of November 6, Tianhe Solar announced that it agreed that Trina Solar (Schweiz) AG (TSW), a wholly-owned subsidiary of the company, would sell its core asset Trina Solar US Manufacturing Module1, LLC (hereinafter: TUM1) to the US stock listed company FREYR Battery, Inc. (hereinafter: FREYR).
Trina Solar will receive 0.1 billion US dollars in cash; senior notes with a face value of 0.15 billion US dollars; FREYR common stock, 45,877,960 shares, which will be acquired in two stages: the first stage will obtain 15,437,847 additional shares issued by FREYR to the company after meeting the relevant delivery terms, accounting for 9.9% of the total share capital after issuance; the second stage will obtain 30,440,113 additional shares issued by FREYR to the company after the relevant approval is passed, given that FREYR and others in the second phase Investors issued additional shares during the same period, and the company's total holdings of 45,877,960 shares accounted for about 19.08% of FREYR shares at that time. If the second stage of approval does not pass, Trina Solar will receive a FREYR senior note of approximately 80 million US dollars as compensation.
The underlying asset involved in the restructuring is Trina Solar's 5GW module factory, which has completed construction in the US and is about to be put into operation. From January to September 2024, TUM1, the subject of the transaction, had unaudited revenue of 0.295 billion yuan, net loss of 0.188 billion yuan, total liabilities of about 4.582 billion yuan, total assets of about 5.082 billion yuan, and net assets of about 0.5 billion yuan.
According to reports, FREYR is a company listed on the NYSE that provides battery solutions in the US, Norway, etc. The company develops battery production facilities, and its products are mainly used in energy storage systems and commercial mobility, including marine applications and commercial vehicle markets. FREYR has no actual controller. Currently, the largest shareholder, Encompass Capital Advisors LLC, holds 12.56% of the shares, and the second-largest shareholder, Koch, Inc., holds 8.2% of the shares.
From January to June 2024, FREYR's unaudited net loss was $55.851 million, and net loss for the full year of 2023 was $73.096 million.
According to the announcement, after the transaction is completed, the components produced by FREYR will still use the Trina Solar brand and be sold abroad in cooperation with it to ensure the supply of products manufactured in the US.
Tianhe Solar said that the transaction will promote the better development of the Tianhe brand in the US by retaining technology and brand output, combining the industry experience and government relationships of the counterparty's management in the US and Northern Europe capital market channels and external consultants. At the same time, the transaction will increase investment value by quickly recovering cash and obtaining shares and bonds, and continue to share the high profits of the US PV business.
“If the transaction is successfully implemented, it is estimated that the profit generated will account for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount will exceed 1 million yuan.” Tianhe Solar Energy display. According to the data, in 2023, Trina Solar's net profit for the year was 5.531 billion yuan.
In the first three quarters of 2024, Tianhe Solar changed from profit to loss, with a net loss of 0.847 billion yuan and a net loss of 1.373 billion yuan in the third quarter, facing a sharp decline in performance. However, the US market is still one of the current high-margin markets.
Financial reports show that in 2023, Trina Solar achieved sales revenue of 10.828 billion yuan of photovoltaic products in the US, with a gross sales margin of 34.23%, which greatly exceeded that of other countries during the same period.
Some of the shares involved in the above transaction will be acquired by Trina Solar related parties. On the same day (November 6), another announcement from Trina Solar revealed that Trinaway Investment Second Ltd. (hereinafter: Trinaway), an affiliate of the company, plans to subscribe for 14.05 million new shares issued by FREYR for $1475.25. “Since the company obtained a total number of shares of 45,877,960 shares after completing the asset sale transaction, the proposed investment amount for this related transaction is 0.048 billion US dollars based on FREYR's latest closing price.”
According to reports, Trinaway is an overseas entity controlled by Ms. Wu Chunyan, the spouse of Mr. Gao Jifan, the actual controller of Tianhe Solar. It was founded on April 23, 2024, with a registered capital of 1 US dollar. Its main business is investment.