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ROSEVILLE, Calif.—December 15, 2014 – Solar Power, Inc. ("SPI") (OTCBB: SOPW), a vertically integrated photovoltaic ("PV") developer, today announced the entry into definitive agreements relating to a new private placement of up to $140 million. The private placement was led by Mr. Shi Yuzhu ("Mr. Shi"), founder of Giant Interactive Group Inc., a leading online game developer and operator which was listed on the New York Stock Exchange, and China Dongxiang (Group) Company Limited ("Dongxiang")(3818: HK), one of the leading international sportswear brand enterprises in China and whose shares are listed on the Hong Kong Stock Exchange.
Under the terms of the definitive agreements, SPI agreed to issue to special purpose vehicles (collectively, "SPV") controlled by Mr. Shi, Dongxiang and other investors, respectively, a total of $35 million of its common stock and $35 million of convertible promissory notes, as well as to grant the SPV of Mr. Shi, Dongxiang and other investors options to purchase an aggregate of $70 million of SPI's common stock. The shares are being offered and sold solely to non-U.S. investors, on a private placement basis in reliance on Regulation S promulgated under the U.S. Securities Act, as amended.
SPI anticipates that the sale of its common stock and convertible promissory notes will close within 10 days of the date of the respective agreements, subject to the satisfaction or waiver of the closing conditions. The options to purchase SPI's common stock are exercisable on or prior to the date of completion of the listing of SPI's common stock on the New York Stock Exchange or the NASDAQ Stock Market. SPI's shares of common stock issuable under the definitive agreements are restricted securities, and the investors are each subject to a three-month lock-up period.
"We are very pleased to announce this investment in SPI led by Mr. Shi and Dongxiang, which underscores their strong confidence in the company and its growth potential," said Xiaofeng Peng, Chairman of SPI. "We believe this additional capital will enable us to continue SPI's impressive growth trajectory and benefit all of our shareholders."
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of SPI, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Net proceeds from the sale of the common stock and convertible promissory notes are intended to be used for expansion of SPI's global PV project activities and general corporate purposes.
About Solar Power, Inc. (OTCBB:SOPW):
Solar Power, Inc. ("SPI") is a vertically-integrated PV developer offering its own brand of high-quality, low-cost distributed generation and utility-scale solar energy facility development services. From project development, to project financing and to post-construction asset management, SPI delivers turnkey world-class PV energy facilities and turnkey residential solar solutions to its business, government and utility customers. For additional information visit: www.spisolar.com.
Safe Harbor Statement:
This release contains certain "forward-looking statements" relating to the business of SPI, its subsidiaries and the solar industry, which can be identified by the use of forward-looking terminology such as "will," "expects," "anticipates," "future," "intends, "plans," "believes," "estimates," "expects" or similar expressions. These statements constitute "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995.Among other things, the quotations from management in this press release contain forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, including uncertainties regarding whether the transactions contemplated will be successfully completed. All forward-looking statements are expressly qualified in their entirety by this cautionary statement and the risks and other factors detailed in the company's reports filed with the Securities and Exchange Commission. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities law.
Amy Liu, Solar Power, Inc. (800) 548-8767