Solar Thin Films, Inc., a developer, manufacturer and marketer of manufacturing equipment for the production of "thin-film" amorphous silicon photovoltaic modules, has, through Kraft Elektronikai Zrt ("Kraft"), its wholly-owned main operating subsidiary, signed a definitive stock exchange agreement to acquire BudaSolar Technologies Co. Ltd. ("BudaSolar"). BudaSolar, headquartered in Budapest, Hungary, designs and markets turnkey systems for the production of "thin-film" amorphous silicon solar modules.
In addition to Kraft and BudaSolar, other parties to the stock exchange agreement are Istvan Krafcsik, president of BudaSolar, Attila Horvath, chief operating officer of BudaSolar, New Palace Investments Ltd., wholly owned by Krafcsik and Horvath, (Krafcsik, Horvath and New Palace Investments, collectively the "BudaSolar stockholders").
The stock exchange agreement consolidates ownership of BudaSolar by Kraft (to be renamed STF Technologies, Ltd. upon the closing of the stock exchange) which management believes will strengthen the engineering team, bring new development capabilities in-house, and expand the ability to install and commission turnkey systems.
Under the terms of the exchange agreement, Kraft will acquire from the BudaSolar stockholders 100% of the outstanding share equity capital of BudaSolar in exchange for 40% of the outstanding capital stock or share capital of Kraft to the BudaSolar stockholders. Closing is scheduled to occur on or before February 20, 2009 and is subject to certain customary conditions, including the company's receipt of not less than $3.0 million in net proceeds from a public or private financing which shall be used to provide all or a portion of the share capital increase to Kraft.
"Combining forces with BudaSolar is designed to advance both our goal of becoming a leader in supplying cost-effective "thin-film" photovoltaic module manufacturing equipment and our transition from lower margin equipment sales to higher margin ‘turnkey' system sales," said Peter Lewis, chief executive officer of Solar Thin Films. "BudaSolar personnel bring extensive expertise in the design, installation and commissioning of turnkey amorphous silicon lines which produce "thin-film" amorphous silicon photovoltaic modules. By joining together, Solar Thin Films is positioning itself to command leading-edge technical expertise in the development of amorphous silicon and micro-crystalline/amorphous tandem cells, as well as gain access to a strong pipeline of new business. Our combined expertise - their process knowledge and our equipment base - will help differentiate us in the marketplace."
This press release is not a complete description of the stock exchange agreement and the transactions contemplated therein. For additional information, a copy of the agreement and related transaction documents can be found in Solar Thin Film's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2008.