Tesla向SolarCity提出收購建議

Tesla的使命一直與可持續發展緊密相連。我們透過提供一系列價格日漸相宜的電動車,去推動全球轉向可持續的交通發展。在2015年3月,我們更開設了Tesla Energy,通過Powerwall和Powerpack產品,讓每個家庭、企業以及公共事業機構都能受惠於再生能源儲存方案。

現在,我們將會完成整個構想 —— Tesla客戶可以駕駛由潔淨能源所驅動的車輛,以及有效地利用Tesla電池產品去存取能源;但當然,他們仍需要由最可持續的來源去取得能源:太陽。

SolarCity己經是太陽能業界的領先代表,不論在家用、商用和工業市場上都有顯著的規模以及不斷增長的市場滲透。SolarCity一直為客戶提供最佳的體驗,令大眾能輕鬆便捷地轉用潔淨能源。我們透過與SolarCity在不同項目的合作,包括SolarCity在其太陽能項目中應用到的Tesla儲電電池,能親身了解到SolarCity所帶來的優越體驗。

因此,今天我們很高興宣布Tesla已正式向SolarCity提出收購建議。有關Tesla的收購建議內容,請參閱下方原文( 英文 )。

 若能達成收購,Tesla與SolarCity的合併將會為股東、客戶及員工帶來顯著的優勢:

  • 我們將成為全球唯一縱向整合的能源企業,並為客戶提供端對端的潔淨能源產品。這由你的座駕以至充電的能源,進而推展到家中或公司所使用的能源。當你擁有Model S、Model X或Model 3,並配合太陽能電池板系統和Powerwall,你將能夠以最有效和最可持續的方式去使用能源,從而降低成本以及對化石燃料和供電網絡的依賴。
  • Tesla與 SolarCity的合作將比各自單獨運作的公司,更能進一步擴展潛在市場。憑藉兩間公司其客戶所分享的共同理念, 有興趣購買Tesla電動車或Powerwall的客戶很自然會對太陽能產品感興趣,反之SolarCity的客戶亦會如此;而雙方亦會受惠於Tesla零售店的繁忙人流。
  • 我們將大大提高並擴展雙方的核心競爭力。Tesla在設計、工程和製造方面的經驗,將有助推動太陽能電池板技術,包括如何令太陽能電池板更能融入家居當中。同樣,SolarCity在銷售及分銷的廣泛渠道、以及為客戶提供適切理財產品的專業經驗,都將會為Tesla及我們的客戶帶來裨益。
  • 我們將會為客戶提供最佳的潔淨能源產品及安裝服務。SolarCity在安裝太陽能電池板系統方面能提供最優秀的服務,其專業知識更可以被轉化應用到安裝Powerwall及Tesla電動車充電系統之上。
  • 在企業文化方面,這項併購亦非常合理,特別是Tesla與SolarCity皆以可持續發展、創新及敢於挑戰作為企業的發展動力。

今天我們對SolarCity所作的收購建議,僅為Tesla與SolarCity成功合併的第一步。假若雙方達成協議,我們將進一步提供更多資訊。

June 20, 2016

Mr. Lyndon R. Rive
Chief Executive Officer
SolarCity Corporation
3055 Clearview Way
San Mateo, CA 94402

Dear Lyndon:

We are pleased to submit to you and the SolarCity board of directors a proposal to acquire all of the outstanding shares of common stock of SolarCity in exchange for Tesla common shares.  Subject to completing due diligence, we propose an exchange ratio of 0.122x to 0.131x shares of Tesla common stock for each share of SolarCity common stock. This proposal represents a value of $26.50 to $28.50 per share, or a premium of approximately 21% to 30% over the closing price of SolarCity's shares, based on today's closing price of SolarCity's shares and the 5-day volume weighted average price of Tesla shares. We believe that our proposal offers fair and compelling value for SolarCity and its stockholders, while also giving SolarCity's stockholders the opportunity to receive Tesla common stock at a premium exchange ratio and the opportunity to participate in the success of the combined company through their ongoing ownership of Tesla stock.

The board of directors of Tesla is excited at the prospect of a potential combination of SolarCity's business with Tesla. We believe that the possibilities for product, service and operational synergies would be substantial, and that a combination would allow our companies to build on our respective core competencies and remain at the forefront of delivering innovative approaches for sustainable transportation and energy. We believe that a combination would generate significant benefits for stockholders, customers and employees of both Tesla and SolarCity.

We are committed to a possible transaction that is fair to SolarCity's and Tesla's respective stockholders.  To help ensure that, Tesla is prepared to make the consummation of a combination of our companies subject to the approval of a majority of disinterested stockholders of both SolarCity and Tesla voting on the transaction. In addition, as a result of their overlapping directorships, Elon Musk and Antonio Gracias have recused themselves from voting on this proposal at the Tesla board meeting at which it was approved, and will recuse themselves from voting on this proposal at the SolarCity board as well.  We believe that any transaction should be the result of full and fair deliberation and negotiation by both of our boards and the fully-informed consideration of our respective stockholders.

Our proposal is subject to the satisfactory completion of due diligence, the negotiation of mutually agreeable definitive transaction documents, and final approval by the Tesla board. While a transaction would be further subject to customary and usual closing conditions, we believe that Tesla is well positioned to negotiate and complete the transaction in an expedited manner. We do not anticipate significant regulatory or other obstacles in consummating a mutually beneficial transaction promptly.

In light of Elon Musk's SEC disclosure obligations in his individual capacity as a stockholder of SolarCity this proposal will be publicly disclosed, but Tesla's intention is to proceed only on a friendly basis.

We look forward to discussing a potential transaction with you, and hope to expeditiously enter into a definitive agreement.

Sincerely,

The Board of Directors of
Tesla Motors, Inc.

FORWARD-LOOKING STATEMENTS; ADDITIONAL INFORMATION
Certain statements in this communication related to Tesla's offer to acquire SolarCity, including the combined company's future performance, results, and plans, are "forward-looking statements" that are subject to risks and uncertainties, are based on management's current expectations, and as a result of the following risks and uncertainties, among others, actual results and events may differ materially: the consummation of the proposed transaction; the successful integration of Tesla and SolarCity and the ability to realize synergies and other benefits; the availability of funds to meet debt obligations and to fund operations and necessary capital expenditures; and the risks and uncertainties detailed by SolarCity in its filings with the SEC. More information on potential factors that could affect our financial results is included from time to time in our SEC filings and reports. Tesla disclaims any obligation to update information contained in these forward-looking statements.

This communication is not an offer nor a solicitation of an offer to purchase, sell or exchange securities or a solicitation of a proxy from any stockholder. Subject to future developments, additional documents regarding the proposed transaction may be filed with the SEC, which investors should read carefully if and when they become available because they contain important information. Investors may obtain a free copy of the documents filed by Tesla, when they are available, from the SEC's website at www.sec.gov. Tesla, its directors and certain of its executive officers may be deemed to be participants in a solicitation of proxies for the proposed transaction. Information about the directors and executive officers of Tesla is set forth in its proxy statement for the 2016 annual meeting of stockholders, as filed with the SEC, and will be included in the relevant documents regarding the proposed transaction filed with the SEC.

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