North Coast Solar Stocks

July 22, 2009

Energy Conversion Devices and Solar Integrated Technologies Sign Definitive Merger Agreement

Filed under: ENER — Tags: , , , , — Jason @ 2:00 am

Field Engineering and Technical Capabilities of Combined Organizations to Enhance Customer Experience

Wednesday July 22, 2009, 2:00 am EDT

ROCHESTER HILLS, Mich., LOS ANGELES, Calif., and LONDON, July 22 /PRNewswire-FirstCall/ — Energy Conversion Devices, Inc. (ECD) (ENER), the leading global manufacturer of thin-film flexible solar laminate products for the building integrated and commercial rooftop markets, and Solar Integrated Technologies, Inc. (SIT), a leading provider of building integrated photovoltaic (BIPV) roofing systems, today announced that they have signed a definitive agreement pursuant to which ECD will acquire SIT.

Under the terms of the agreement, ECD will pay 6.75 pence in cash (or approximately $0.11) for each share of SIT (the “Merger Consideration”) or approximately $11.2 million. Including the assumption of SIT’s net debt obligations, the purchase price will be approximately $16.3 million. ECD plans to finance the acquisition from existing corporate funds.

Mark Morelli, ECD’s president and chief executive officer said, “The acquisition of SIT enhances our BIPV value proposition by significantly improving our field engineering and technical capabilities in rooftop solar to better support our channel partners in Europe and the U.S. Our combined organization will also be well positioned to meaningfully participate in the expected growth in the U.S. market, including under the stimulus plan. We are extremely pleased to welcome SIT’s talented organization to our team.”

“We are excited to join forces with the world’s leader in building integrated and commercial rooftop photovoltaics,” stated R. Randall MacEwen, president and chief executive officer of SIT. “As one of ECD’s largest customers, we have experienced first-hand the differentiated attributes of UNI-SOLAR(®) PV laminates, and their impressive power production performance in real world conditions. We see compelling synergies between SIT’s customer relationships, end market knowledge and system integration expertise and ECD’s focus on operational excellence.”

The transaction is subject to customary closing conditions, including the approval of SIT’s shareholders. SIT’s board of directors has unanimously recommended that shareholders vote in favor of the agreement. All of SIT’s directors who hold common shares, representing a total of 11.5% of SIT’s outstanding shares, have entered into agreements to vote their shares in favor of the merger agreement. SIT expects to issue a proxy circular within the next 10 days and hold a shareholders’ meeting to consider the transaction on August 19, 2009, or as soon as practicable thereafter (the “Effective Date”). The transaction is expected to close within 60 days.

On the Effective Date, the common shares of SIT will be cancelled and automatically be converted into a non-tradable right to receive the Merger Consideration. SIT hereby gives notice for the purposes of AIM Rule 41 that the listing of the Common Shares of SIT on AIM will be cancelled at 07:00 a.m. (London time) on August 20, 2009 (the “Cancellation”). SIT shareholders should note that a separate resolution to approve the Cancellation will not be put to shareholders at the shareholders’ meeting on August 19, 2009 and that trading in SIT’s shares will cease after the Effective Date.

Credit Suisse is acting as financial advisor and Covington & Burling LLP is acting as legal advisor to ECD. Thomas Weisel Partners LLC is acting as financial advisor to SIT and has provided a fairness opinion to SIT’s board of directors. Greentech Capital Advisors is also acting as financial advisor and Jones Day is acting as legal advisor to SIT.

About Solar Integrated Technologies

Solar Integrated Technologies designs, manufactures and installs building integrated photovoltaic (BIPV) roofing systems for commercial rooftops. Its BIPV roofing systems enable customers to transform unused space on the rooftop into a value-generating asset. Its customers include Audi, Carrefour, Coca-Cola Enterprises, Frito-Lay, Honeywell, IKEA, Johnson Controls, Metro, Portland General Electric, ProLogis, San Diego Unified School District, Tesco, Toyota, Unibail-Rodamco, U.S. Air Force, U.S. GSA, U.S. Navy and Westfield. For more information, please visit http://www.solarintegrated.com.

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