Maxeon Solar Technologies, Ltd. ("Maxeon") announced the pricing of an underwritten public offering of an aggregate of 7,490,000 ordinary shares, including 5,620,000 ordinary shares offered by Maxeon (the "Company Offering") and 1,870,000 ordinary shares offered by an affiliate of TotalEnergies SE ("TotalEnergies") (the "TotalEnergies Offering" and, together with the Company Offering, the "Offering"), each at a price of $28.00 per share. The Offering was upsized from the previously announced offering size of an aggregate of 6,800,000 ordinary shares, which included 5,100,000 ordinary shares offered by the Company and 1,700,000 ordinary shares offered by TotalEnergies. TotalEnergies also granted the underwriters a 30-day option to purchase up to an additional 1,123,500 ordinary shares in the public offering on the same terms and conditions. Maxeon expects to receive gross proceeds from the Company Offering of approximately $157.4 million, which is prior to underwriting discounts and commissions and estimated offering expenses. Maxeon will not receive any proceeds from the TotalEnergies Offering. The Offering is expected to close on May 19, 2023, subject to customary closing 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, 1,500,000 ordinary shares of Maxeon (the "TZE Private Placement"), for a total investment of $42.0 million. 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.
Maxeon intends to use the net proceeds that it will receive 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.
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.
