EANS-Adhoc: Capital increase and takeover offer: LDK Group acquires participation in Sunways AG

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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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Company Information

31.12.2011

Konstanz/Germany, 31 December 2011 - The Management Board of Sunways
AG with consent of the Supervisory Board decided today to increase
the Company's share capital of EUR 11,588,613.00 by EUR 5,790,000.00
to EUR 17,378,613.00 by utilizing the authorized capital pursuant to
section 5 para. (2) of the articles of association. The shareholders`
rights to subscribe for new shares have been excluded. Only LDK Solar
Germany Holding GmbH, an indirect subsidiary of LDK Solar Co., Ltd.,
has been entitled to subscribe for the new shares. LDK Solar Co.,
Ltd. is the ultimate group holding company of the LDK Group, which as
one of the worldwide leaders in the photovoltaic industry supplies
multicrystalline and monocrystalline wafers to manufacturers of solar
cells and modules. 1,158,845 of the new shares are issued against
contribution in cash. The issue price amounts to a total of EUR
2,201,805.50. The remaining new shares are issued against
contribution in kind. After execution of the capital increase, LDK
Solar Germany Holding GmbH will hold approximately 33 percent of the
then existing share capital in Sunways AG.

In addition, LDK Solar Germany Holding GmbH has informed the
Management Board today of its intention to submit to the shareholders
of Sunways AG a voluntary public takeover offer for all outstanding
shares in the Company. In the takeover offer, that will be released
after the approval of the publication by the Federal Financial
Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht - BaFin) presumably in late January
2012, the shareholders will be offered a cash consideration of EUR
1.90 per share in Sunways AG. Both the capital increase as well as
the completion of the voluntary public takeover offer still require
the approval by the Federal Cartel Office (Bundeskartellamt). Apart
from that, the capital increase will be implemented regardless of the
success of the voluntary public takeover offer.

The described measures are based on an Investment Agreement entered
into by Sunways AG, LDK Solar Germany Holding GmbH and LDK Solar Co.,
Ltd. today, which sets out the foundations of a strategic partnership
and the acquisition of the participation in Sunways AG by LDK Solar
Germany Holding GmbH. In connection with such acquisition by LDK
Solar Germany Holding GmbH, a termination agreement with respect to
the existing long-term supply agreement for wafers between Sunways AG
and the LDK Group has been concluded today. The termination is
subject to the condition subsequent that the capital increase has not
been registered with the commercial register of Sunways AG by 30 June
2012. Under the termination agreement Sunways AG has waived its claim
for repayment of an already made down-payment and has agreed to make
a termination payment to LDK Solar Germany Holding GmbH in the low
double-digit million range (approximately 2 percent of the initial
contract volume). The payment claim of LDK Solar Germany Holding GmbH
resulting from the termination constitutes approximately 23 percent
in the context of the capital increase against contribution in kind
while the remaining amount has been structured as a long-term
liability.

Through the participation of the LDK Group in the share capital of
Sunways AG, the existing cooperation between the two groups will be
further strengthened. At the same time, both parties are looking
forward to growth and synergy potentials for the photovoltaic market.

Further inquiry note:
Dr. Harald F. Schaefer
Head Corporate Communications and Investor Relations
Tel.: +49 (0)7531 996 77-415
E-Mail: communications@sunways.de

end of announcement euro adhoc
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issuer: Sunways AG
Macairestr. 3 - 5
D-78467 Konstanz
phone: +49 (0)7531 99677 0
FAX: +49 (0)7531 99677 10
mail: info@sunways.de
WWW: http://www.sunways.de
sector: Alternative energy
ISIN: DE0007332207
indexes: CDAX, Prime All Share, Technology All Share
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
Hamburg, Stuttgart, Düsseldorf, München
language: English