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MEMC Acquired Solaicx: What the $76 Million Deal Included

MEMC’s 2010 Solaicx acquisition was announced at a minimum $76 million, with additional contingent earnout terms. The company completed the purchase on July 1, 2010.
From TheFinanceBase Team2 min to read
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MEMC announced in May 2010 that it would acquire Solaicx for a deal valued at at least $76 million: $66 million in cash plus about $10 million associated with recent investments by Solaicx securityholders. The agreement also provided for up to $27.6 million in additional earnout consideration tied to performance targets. MEMC completed the acquisition on July 1, 2010.

Why the deal was described as a $76 million acquisition

The $76 million figure was the announced minimum headline value, not simply the cash handed over at closing. MEMC’s May 24, 2010 announcement described $66 million in cash consideration and approximately $10 million connected to recent investments by existing Solaicx securityholders. MEMC’s announcement gives the transaction terms; EE Times reported the deal as worth at least $76 million.

Figure What it represents
$66 million Cash MEMC said it would pay Solaicx securityholders at closing, as announced in 2010.
Approximately $10 million Additional amount associated with recent investments by existing Solaicx securityholders, as described in MEMC’s announcement.
Up to $27.6 million Possible additional earnout consideration tied to performance targets for 2010–2011; it was contingent, not a guaranteed payment.

What the later $101.7 million purchase price means

In 2011, MEMC reported a GAAP purchase price of $101.7 million, comprising $75.7 million in cash and $26.0 million in estimated contingent consideration. That accounting figure is not a contradiction of the initial announcement: it includes estimated contingent consideration and reflects later purchase-price accounting, while the $76 million headline described the announced minimum deal value. MEMC’s 2011 filing reports the accounting calculation.

What MEMC acquired

Solaicx developed proprietary continuous crystal growth technology for producing low-cost, high-efficiency monocrystalline silicon wafers. Solar-cell manufacturers use such wafers as an input to photovoltaic cells. The acquisition therefore added a wafer-production process and related equipment, rather than a consumer solar-panel brand.

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At the time of the announcement, Solaicx had approximately 80 employees, a large-scale production facility in Portland, Oregon, and headquarters in Santa Clara, California. MEMC presented the combination as a way to pair Solaicx’s process and equipment with MEMC’s scale, broaden its solar-market reach, reduce costs and improve efficiency, with the broader aim of helping solar power move toward grid parity.

When the acquisition closed

MEMC completed the purchase on July 1, 2010, and Solaicx became a wholly owned subsidiary. MEMC’s closing announcement was issued July 2. The closing Form 8-K documents completion.

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What MEMC said it expected from the combination

MEMC described the transaction as a strategic expansion of its solar business through Solaicx’s proprietary process and equipment. At announcement, MEMC executive Ken Hannah forecast that the monocrystalline-silicon market would grow at about 50% annually over the following three years. That was a contemporaneous management forecast, not evidence that the market later achieved that growth rate.

Solaicx CEO David Ranhoff said the technology combined with MEMC’s footprint and scale could help customers reduce the cost of solar electricity. These statements explain the rationale MEMC gave for the acquisition; they should not be read as independently verified results of the deal.

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