11/06/2024
NEW YORK & OSLO, Norway & NEWNAN, Ga.–(BUSINESS
WIRE)– FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”) has announced
that the Company has entered into an agreement to acquire the U.S. solar
manufacturing assets of Trina Solar Co Ltd. (SHA: 688599) (“Trina Solar”). The
transaction is subject to certain customary conditions precedent, including
receipt of certain third-party consents, completion of the preferred stock
issuance to Encompass Capital Advisors LLC and internal reorganization to be
completed by Trina Solar and is expected to close around year end 2024.
Highlights
The transaction is expected to close year end 2024 and
creates a leading integrated U.S.-owned and operated solar technology company
with a pathway for value enhancing growth
FREYR is acquiring 5 GW, 1.35 million square foot solar
module manufacturing facility in Wilmer, Texas that started production on
November 1, 2024
Trina Solar is a global leader in solar and renewable energy
industry with an established U.S. commercial presence, global supply chains,
advantaged technology, and a strong track record of manufacturing and project
execution for U.S. customers
FREYR is developing a new 5GW, U.S. solar cell manufacturing
facility; site selection underway and targeting start of production in H2 2026
FREYR provides 2025 EBITDA guidance of $75 – $125 million.
FREYR expects to exit 2025 at full-year run rate EBITDA of $175 – $225 million
Total consideration to Trina Solar of $340 million,
comprised of $100 million of cash, $50 million repayment of an intercompany
loan, $150 million loan note, 9.9% of FREYR outstanding common stock, and a
convertible loan note that would convert into an additional 11.5% of FREYR
outstanding common stock after certain conditions are satisfied
Simultaneously, FREYR has secured a $100 million commitment
for the issuance of preferred stock issuance to Encompass Capital Advisors LLC
and $14.8 million through a private placement of FREYR common stock
Daniel Barcelo, FREYR’s Chairman of the Board of Directors
(the “Board”), assumes role of Chief Executive Officer of FREYR with immediate
effect and Evan Calio will remain Chief Financial Officer. Subject to closing
of the transaction, Mingxing Lin will be appointed Chief Strategy Officer and
Dave Gustafson will be appointed Chief Operating Officer; while Peter del
Vecchio will be joining as Interim Chief Legal Officer with immediate effect
Co-founder Tom Einar Jensen appointed CEO of FREYR Europe
and will oversee value optimization of European assets
New CEO Daniel Barcelo to remain Chairman of the Board of
Directors; W. Richard Anderson appointed to FREYR’s Board; Incoming Chief
Strategy Officer Mingxing Lin has been selected as a Board nominee subject to
closing of the transaction; Tom Einar Jensen to step down from the Board
Under the terms of the agreement, FREYR will acquire Trina
Solar’s 5 GW solar module manufacturing facility in Wilmer, Texas, which
started production on November 1, 2024. The facility is expected to ramp up to
full production in 2025 with 30% of estimated production volumes backed by firm
offtake contracts with U.S. customers.
Upon closing of the transaction, FREYR will execute a
multi-phase strategic plan to establish a vertically integrated U.S. solar
manufacturing footprint. The next phase of the plan will be to construct a 5GW
solar cell manufacturing facility in the U.S. Site selection is underway and
FREYR is targeting a start of construction in 2Q 2025 with anticipated first
solar cell production in 2H 2026. The creation of a U.S.-owned and operated
company that can provide a turnkey solar technology solution is expected to
solve a bottleneck for developers, create up to 1,800 direct jobs, satisfy
local content requirements for U.S. solar projects, and competitively
differentiate FREYR.
“We are pleased to announce this transformative transaction,
which will immediately position the Company as one of the leading solar
manufacturing companies in the U.S. We are proud to be partnered with Trina
Solar, a global manufacturing and solar technology leader.” commented Daniel
Barcelo, FREYR’s newly appointed Chief Executive Officer. “Domestic
manufacturing capacity for solar and batteries is essential for energy
transition and job creation. The U.S. was once the global leader in solar, and
it can be again.”
Transaction details
Under the terms of the transaction agreement at closing, the
total consideration to Trina Solar will consist of $100 million of cash, $50
million repayment of an intercompany loan, $150 million loan note, 9.9% of
FREYR outstanding common stock, and an $80 million convertible loan note that
would convert into an additional 11.5% of FREYR outstanding common stock after
certain conditions are satisfied. FREYR has secured a $100 million commitment
for the issuance of preferred stock to Encompass Capital Advisors LLC and $14.8
million for a private placement of 7.0% of FREYR outstanding common stock to
Ms. Chunyan Wu, a co-founder and significant shareholder of Trina Solar. The
funds will be used for general operational and working capital purposes.
Changes to strengthen FREYR’s management team and Board of
Directors
Daniel Barcelo, FREYR’s current Chairman of the Board, has
been appointed Chief Executive Officer. Tom Einar Jensen, FREYR’s co-founder,
will assume the role of CEO of FREYR Europe and will oversee the optimization
and monetization of FREYR’s European portfolio. Mr. Jensen is stepping down
from FREYR’s Board of Directors to focus on FREYR’s European portfolio. All
these changes are effective immediately.
Joining FREYR upon closing will be Mingxing Lin, who has
been appointed the Company’s Chief Strategy Officer, and Dave Gustafson, who
has been appointed Chief Operating Officer. Mr. Lin and Mr. Gustafson bring
decades of collective experience in multinational company management and the
solar industry. Mr. Lin has been appointed a nominee to FREYR’s Board of
Directors subject to closing of the transaction.
W. Richard Anderson has been appointed to FREYR’s Board,
effective immediately. Mr. Anderson is currently the Chief Executive Officer of
Coastline Exploration Ltd., and he brings more than 25 years of leadership
experience in the global energy industry and more than 15 years as a board
member of public and private energy companies to FREYR.
FREYR provides financial and operational guidance
In anticipation of the closing of the transaction and the
start of solar module production at the Wilmer, Texas facility in Q4 2024,
FREYR is initiating 2025 EBITDA guidance of $75 – $125 million and expects to
exit 2025 at full-year run rate EBIDTA of $175 – $225 million.
FREYR European assets
FREYR is implementing a value optimization and monetization
initiative in Europe to align with the Company’s strategy to focus on
vertically integrating the U.S. solar business. As CEO of FREYR Europe, Tom
Einar Jensen will oversee the process.
The Company has terminated its SemiSold TM technology
license with 24M Technologies (“24M”). Pursuant to the termination of the 24M
license agreement, FREYR has no remaining financial obligations to 24M and no
longer holds any equity ownership interest in 24M.
Presentation of Transaction Highlights
A presentation will be held today, November 6, 2025, at 8:00
am EDT to discuss the transaction. The presentation materials will be available
for download at https://ir.freyrbattery.com.
To access the conference call, listeners should contact the
conference call operator at the appropriate number listed below approximately
10 minutes prior to the start of the call.
Participant conference call dial-in numbers:
Conference ID 1923230
USA / International Toll +1 (646) 307-1963
USA – Toll-Free (800) 715-9871
Canada – Toronto (647) 932-3411
Canada – Toll-Free (800) 715-9871
Transaction advisors
Santander served as financial advisor, Skadden, Arps, Slate,
Meagher & Flom (UK) LLP served as legal advisor, Arnold & Porter, Ernst
& Young, Clean Energy Associates and Rystad Energy served as advisors to
FREYR in support of the transaction. Dorsey & Whitney LLP served as U.S.
legal advisor, CICC served as financial advisor and Deloitte served as tax
advisor to Trina Solar.
Cautionary Statement Concerning Forward-Looking Statements
All statements, other than statements of present or
historical fact included in this presentation, including, without limitation,
FREYR Battery, Inc.’s, a Delaware corporation, (“FREYR”) ability to establish a
commercial presence in the U.S. solar market; the potential benefits of FREYR’s
strategic acquisition of Trina Solar US Holding Inc., a Delaware corporation
(“Trina”); the expected timeline to closing the transaction; FREYR’s ability to
secure financing options for the solar cell manufacturing facility; the
projected start of module production in Q4 2024; the construction of a solar
cell manufacturing facility targeting start of production in H2 2026; the
integration of U.S. solar module and solar cell capacity; FREYR’s ability to
become a top 5 U.S. solar module producer; any resulting U.S. government
incentives for clean energy technology manufacturing and development; the
establishment of a domestic manufacturing footprint for FREYR’s integrated
clean energy solution business; the creation of 1,500 local jobs; the
integration of U.S. solar and battery energy storage system manufacturing; the
monetization of FREYR’s legacy assets; any competitive advantages of
integration; any potential benefits of the U.S. Inflation Reduction Act; the
technological advantage of Trina’s modules; and the ability to replicate global
supply chains in the U.S. are forward-looking statements.
These forward-looking statements involve significant risks
and uncertainties that could cause the actual results to differ materially from
the expected results. Factors that may cause such differences include, but are
not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of the transaction agreement or could
otherwise cause the transaction to fail to close; (2) the outcome of any legal
proceedings that may be instituted against the Company following the
announcement of the transaction; (3) the inability to complete the transaction,
including due to failure to satisfy conditions to closing of the transaction;
(4) any failure to obtain lender’s consent with respect to project finance
prior to closing; (5) any material liabilities identified post-signing that may
lead to the termination of the transaction agreement; (6) the risk that the
transaction disrupts current plans and operations as a result of the
announcement and consummation of the transaction; (7) the ability to recognize
the anticipated benefits of the transaction; (8) costs related to the
transaction; (9) changes in applicable laws or regulations; (10) the
possibility that the Company may be adversely affected by other economic, business,
and/or competitive factors; (11) any material modifications or repeal of the
U.S. Inflation Reduction Act (“IRA”); (12) any enacted legislation that could
limit the ability of companies with a certain percentage of Chinese ownership
to receive tax credits under IRA; (13) any potential risk that the Chinese
equity ownership in the Company may impact FREYR’s ability to develop a solar
cell facility in the U.S.; (14) any increases to commodity pricing or US tariff
and countervailing duty levels; and (15) potential operational risks associated
with commissioning and ramp-up of production. The Company cautions that the
foregoing list of factors is not exclusive. Most of these factors are outside
FREYR’s control and are difficult to predict. Additional information about
factors that could materially affect FREYR is set forth under the “Risk
Factors” section in (i) FREYR’s post-effective amendment no. 1 to the
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission (the “SEC”) on January 4, 2024, (ii) FREYR’s Registration Statement
on Form S-4 filed with the SEC on September 8, 2023 and subsequent amendments
thereto filed on October 13, 2023, October 19, 2023 and October 31, 2023, and
(iii) FREYR’s annual report on Form 10-K filed with the SEC on February 29,
2024, and FREYR’s quarterly reports on Form 10-Q filed with the SEC on May 8
and August 9, 2024, and available on the SEC’s website at www.sec.gov. Except
as otherwise required by applicable law, FREYR disclaims any duty to update any
forward-looking statements, all of which are expressly qualified by the
statements in this section, to reflect events or circumstances after the date
of this presentation. Should underlying assumptions prove incorrect, actual
results and projections could differ materially from those expressed in any
forward-looking statements.
FREYR intends to use its website as a channel of
distribution to disclose information which may be of interest or material to
investors and to communicate with investors and the public. Such disclosures
will be included on FREYR’s website in the ‘Investor Relations’ sections. FREYR
also intends to use certain social media channels, including, but not limited
to, Twitter and LinkedIn, as means of communicating with the public and
investors about FREYR, its progress, products and other matters. While not all the
information that FREYR posts to its digital platforms may be deemed to be of a
material nature, some information may be. As a result, FREYR encourages
investors and others interested to review the information that it posts and to
monitor such portions of FREYR’s website and social media channels on a regular
basis, in addition to following FREYR’s press releases, SEC filings, and public
conference calls and webcasts. The contents of FREYR’s website and other social
media channels shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended.
Investor contact:
Jeffrey Spittel
Senior Vice President, Investor Relations and Corporate
Development
Tel: (+1) 409 599-5706
Media contact:
Amy Jaick
Global Head of Communications
Tel: (+1) 973 713-5585Source: FREYR Battery