Vietnam Sunergy Cell Company Limited (dba TOYO) and Blue World Acquisition today announced that they have entered into a definitive business combination agreement. The target is a solar solution company.
If approved, TOYO would list on the Nasdaq.
TOYO Solar is an indirect subsidiary of Fuji Solar, whose major shareholder is Abalance Corporation, a Japanese company publicly traded on the Tokyo Stock Exchange. TOYO focuses on solar photovoltaic products in Southeast Asia. TOYO plans to invest $350 million in a cell factory in Phu Tho Province, Vietnam.
Financial details of the transaction were scant in the press release announcing the deal. An 8-K filing offered little more.
TOYO is to acquire 100% of the issued and paid-up share capital of TOPTOYO INVESTMENT PTE from Fuji Solar in exchange for one share of TOYO per share.
Prior to closing, Fuji Solar will hold 41 million TOYO Ordinary Shares, representing all issued and outstanding shares. Terms of the merger include an earnout escrow of 13 million shares. If TOYO posts a net profit of at least $41 million by December 2024, the shares in escrow would vest and be released to Fuji Solar.
Blue World raised $92 million in a February 2022 IPO, although redemptions since then have left it with about $41 million in trust. Read more.
