特斯拉和太阳城即将合并

就在一个多月前,特斯拉提议收购太阳城。今天,我们宣布,两家公司已达成合并协议,共创世界上唯一一家垂直整合的可持续能源公司。

两家公司合并后,太阳能和储能将发挥出最大潜能。合并成为一家公司以后,特斯拉(提供储能)和太阳城(提供太阳能)能创造出完全整合的民用、商用和电网规模产品,改善能源的生成、储存和消耗方式。

现在是将两家公司合并的最好时机:特斯拉已经准备好扩大能源墙(Powerwall)和企业及公用事业储能方案(Powerpack)静态储能产品的规模;太阳城已经准备好提供新一代与众不同的太阳能解决方案。

通过两家公司的共同努力,我们不但可以为顾客提供既具美学美感、又不失简约的一站式太阳能+储能体验:一次安装、一份服务合同、一个手机应用程序,同时还能更高效地运营、完全整合我们的产品。

我们预计在交割后的第一年实现1.5亿美元的成本协同效益,通过降低硬件成本和安装成本、提高制造效率、减少顾客购置成本,为顾客节省资金。我们还将实现利用特斯拉涵盖190家门店的零售网络和国际影响,来扩大合并后的触及面。

以下是今天宣布内容的一些关键信息:本次合并为全股票交易,按照截至2016年7月29日的特斯拉股票5日成交量加权平均价计算,股权价值为26亿美元。根据合并协议,太阳城股东所持的每股太阳城股票可换取0.110股特斯拉普通股,按照截至2016年7月29日的特斯拉股票5日成交量加权平均价计算,太阳城普通股股票每股价值25.37美元。

在咨询独立财务和法律顾问进行全面的尽职调查后,特斯拉和太阳城的董事会独立董事批准了这项交易。特斯拉的财务顾问是Evercore,法律顾问是Wachtell, Lipton, Rosen & Katz。太阳城董事会特别委员会的财务顾问是Lazard,法律顾问是Skadden, Arps, Slate, Meagher & Flom。

作为协议的一部分,太阳城拥有为期45天的"询价期" (go shop period),截止日期为2016年9月14日。也就是说,太阳城在该期间内可以寻求其他合并提议。今天,两家公司分别向美国证券交易委员会递交了一份8-K表,该表提供了这项交易的其他细节。

尽管今天的这个消息意味着已向合并迈出了一大步,但还没有达到终点线——我们预计交易完成时间为2016年第四季度。在此之前,还须在各次股东大会上经两家公司公正股东中的多数投票批准交易。此外,我们还须获得监管批准、符合交割条件。

 

Forward-Looking Statements

Certain statements in this presentation, including statements relating to the proposed combination of SolarCity Corporation ("SolarCity") and Tesla Motors, Inc. ("Tesla") and the combined company's future financial condition, performance and operating results, strategy and plans are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. In addition to factors previously disclosed in Tesla's and SolarCity's reports filed with the U.S. Securities and Exchange Commission (the "SEC") and those identified elsewhere in this presentation, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: the ability to obtain regulatory approvals and meet other closing conditions to the transaction, including requisite approval by Tesla and SolarCity stockholders, on a timely basis or at all; delay in closing the transaction; the ultimate outcome and results of integrating the operations of Tesla and SolarCity and the ultimate ability to realize synergies and other benefits; business disruption following the transaction; the availability and access, in general, of funds to meet debt obligations and to fund ongoing operations and necessary capital expenditures; and the ability to comply with all covenants in the indentures and credit facilities of Tesla and SolarCity, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in Tesla's and SolarCity's most recent reports on Form 10-K and Form 10-Q and other documents of Tesla and SolarCity on file with the Securities and Exchange Commission. Tesla's and SolarCity's SEC filings are available publicly on the SEC's website at www.sec.gov. Any forward-looking statements made or incorporated by reference herein are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Except to the extent required by applicable law, Tesla and SolarCity undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Important Additional Information and Where to Find It

The transaction will be submitted to the stockholders of each of SolarCity and Tesla for their consideration. Tesla will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus of SolarCity and Tesla. INVESTORS AND SECURITY HOLDERS OF SOLARCITY AND TESLA ARE URGED TO READ THE JOINT PROXY STATEMENT/ PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website, www.sec.gov.

No Offer or Solicitation

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

SolarCity, Tesla, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from SolarCity and Tesla stockholders in connection with the proposed transaction. Information regarding the interests of the persons who may, under the rules of the SEC, be deemed participants in the solicitation of SolarCity and Tesla stockholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about SolarCity's executive officers and directors in its definitive proxy statement filed with the SEC on April 21, 2016. You can find more detailed information about Tesla's executive officers and directors in its definitive proxy statement filed with the SEC on April 15, 2016.