Maxeon Solar Technologies, Ltd. announced the launch of an underwritten public offering of an aggregate of 6,800,000 ordinary shares. Maxeon is offering 5,100,000 ordinary shares (the "Company Offering"), and an affiliate of TotalEnergies SE ("TotalEnergies"), which currently holds approximately 24.2% of Maxeon's outstanding ordinary shares, is offering 1,700,000 ordinary shares of Maxeon (the "TotalEnergies Offering" and, together with the Company Offering, the "Offering"). TotalEnergies also intends to grant the underwriters an option, exercisable for 30 days after the date of the final prospectus supplement, to purchase additional ordinary shares in an amount equal to up to 15% of the ordinary shares offered in the Offering on the same terms and conditions.
In addition, pursuant to a share purchase agreement, dated May 16, 2023, with an affiliate of TCL Zhonghuan Renewable Energy Technology Co., Ltd. ("TZE SG") that currently holds approximately 23.7% of Maxeon's outstanding ordinary shares, Maxeon has agreed to sell to TZE SG, in a private placement exempt from the registration requirements of the Securities Act of 1933, and at a sale price equal to the price to the public in the Offering, $42.0 million of ordinary shares (the "TZE Private Placement"). It is anticipated that, as a result of the TZE Private Placement, the Offering will not materially dilute TZE SG's current level of equity ownership or alter its governance rights in Maxeon. Completion of the TZE Private Placement is contingent on completion of the Company Offering; however, the Offering is not contingent on the completion of the TZE Private Placement.
Maxeon intends to use the net proceeds from the Company Offering and the TZE Private Placement for capital expenditures for the addition of incremental capacity for the manufacture of Maxeon 7 products, as well as general corporate purposes. Maxeon will not receive any proceeds from the TotalEnergies Offering.
BofA Securities and Morgan Stanley are serving as joint book-running managers and as representatives of the underwriters for the Offering. The Offering is being made pursuant to an effective registration statement on Form F-3 (File No. 333-271971) filed with the Securities and Exchange Commission (the "SEC"). The offering will be made only by means of the prospectus contained in the registration statement and the related prospectus supplement. You may access these documents for free by visiting the SEC's website at www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the related prospectus supplement if you request it from BofA Securities, NC1-022-02-25, 201 North Tryon, Charlotte, NC 28255, Attention: Prospectus Department, calling 800/294-1322 or emailing dg.prospectus_requests@bofa.com or by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014.
This press release does not constitute an offer to sell or the solicitation of an offer to buy Maxeon's ordinary shares nor shall there be any sale of such shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
