Q-Cells in Joint Venture with Good Energies and NorSun Creating One of the World’s Leading Manufacturers of Thin Film Solar Cells

Cleary Gottlieb is advising Q-Cells SE in the merger of its subsidiary Sontor GmbH with Sunfilm AG to become one of the world’s leading providers of thin film solar cells. Under this new joint venture, Q-Cells will merge its subsidiary Sontor GmbH with Sunfilm AG, which is held by Good Energies, a leading global investor in the renewable energy and energy efficiency industries having its main office in Switzerland, and NorSun, a Norwegian solar energy company. The merger is subject to approval by European antitrust authorities.

The new joint venture, which will be named (the new) Sunfilm AG, will assume a leading role in the development of thin film solar technology. Q-Cells will hold 50%, Good Energies approximately 35% and NorSun AS approximately 15% of the shares of the new Sunfilm AG. The joint venture will have nearly 400 employees at two production sites in the new German states.

Sontor and Sunfilm produce tandem junction silicon-based thin film solar cells – an innovative product in the photovoltaic industry which can produce a high energy output despite requiring low amounts of the expensive raw material silicon.

Cleary Gottlieb has already advised Q-Cells in various transactions, for example as borrower in a revolving bridge facility in May 2008 and March 2009, in an offering of convertible bonds in February 2007 and in its IPO in 2005.