SunPower Acquiring PowerLight

Solar cell and panel manufacturer SunPower Corp. today announced it will acquire one of its largest customers, privately owned solar systems provider PowerLight Corp., for approximately $265 million in cash and stock.

San Jose-based SunPower, a subsidiary of Cypress Semiconductor Corp., will pay $265 million upfront for PowerLight. A "retention carve-out" of $67.5 million, vesting over 2 to 4 years, would raise the value of the deal to $332.5 million, with $130 million paid in cash and $202.5 million in stock. The aggregate consideration is expected to result in a tax-free merger for PowerLight's shareholders, SunPower said.

Because of amortization charges from intangible assets and stock-based compensation, SunPower said the acquisition will be dilutive to its GAAP earnings until 2009.

PowerLight, based in Berkeley, Calif., makes large-scale solar power systems for commercial solar power plants in California, New Jersey, Nevada and Hawaii. The company recently began providing residential solar systems to homebuilders in California. In Germany, Spain, Portugal, Italy and Korea, PowerLight builds and operates solar electric power plants.

The transaction is subject to customary closing conditions, including approval by PowerLight's shareholders and regulators. The companies said they expect the deal to close in the first quarter of 2007. Following the closing, the combined company will have approximately 1600 employees in 10 sales offices and four manufacturing locations worldwide.

For more information, visit: www.sunpowercorp.com