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Maxeon Solar Technologies' Major Acquisition Report (Form 6-K) - February 2025

$MAXN
Form 6-K
Filed on: 2025-02-18
Source
Maxeon Solar Technologies' Major Acquisition Report (Form 6-K) - February 2025

Here's a summary of the key information extracted from the financial report section provided:

Company Overview

  • Company Name: Maxeon Solar Technologies, Ltd. (NASDAQ: MAXN)
  • Address: 8 Marina Boulevard #05-02, Marina Bay Financial Centre, 018981, Singapore

Filing Details

  • Filing Type: Form 6-K
  • Commission File Number: 001-39368
  • Date of Report: February 2025

Material Agreements

  1. Sale and Purchase Agreement (SPA):
  • Date Signed: February 18, 2025.
  • Parties Involved: Maxeon Solar Technologies, Lumetech B.V. (subsidiary of TCL Zhonghuan Renewable Energy Technology Co. Ltd.), and TCL Sunpower International Pte. Ltd.
  • Transaction Type: Acquisition of Maxeon's non-U.S. "rest-of-the-world" distributed generation business.
  • Consideration: Approximately USD 29 million for the acquisition of 100% equity interest in certain subsidiaries.
  • Debt Consideration: If net intercompany debt exceeds USD 120 million at closing, it will be capped at this amount.
  1. Conditions for Closing:
  • Closing is subject to customary approvals, including outbound direct investment approval from Chinese authorities and other consents.
  • The transaction must close by March 31, 2025, or it may lapse unless extended under specific conditions.
  1. Asset Transfer Agreement (ATA):
  • Consideration: Approximately USD 15 million.
  • Assets Involved: Certain assets, inventories, contracts, and liabilities as specified in the ATA.
  1. Trademark Assignment Agreement:
  • Consideration: USD 6.74 million for specific trademarks related to "SunPower" (excluding the U.S.).
  1. Transitional Services Agreement:
  • Effective from the closing date, both parties will provide transition services for one year.

Additional Notes

  • Known Proceedings: Maxeon will retain rights to manage ongoing litigation matters post-closing. The Purchasers are required to consult Maxeon regarding any related actions.
  • Financial Terms: The transaction documents contain various representations, warranties, and covenants, which are subject to customary limitations and may not reflect the actual state of affairs.
  • Forward-Looking Statements: The report includes forward-looking statements regarding business restructuring, production timelines, strategic plans, and potential risks.

Risks and Considerations

  • Challenges in executing the transactions.
  • Regulatory approvals and compliance with various laws.
  • Possible impacts from supply chain disruptions, market competition, and economic conditions.

Conclusion

Maxeon Solar Technologies is in the process of a significant transaction involving the sale of its non-U.S. distributed generation business, which is anticipated to strengthen its strategic position in the market. The details of the agreements highlight the financial commitments and the conditions necessary for the successful completion of the transaction.