UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 25, 2019
SOLAREDGE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36894
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20-5338862
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1 HaMada Street, Herziliya Pituach, Israel
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4673335
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(Address of Principal executive offices)
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(Zip Code)
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Registrant’s Telephone number, including area code: 972 (9) 957-6620
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 25, 2019, SolarEdge Technologies, Inc. (“SolarEdge”) closed its previously announced acquisition of a majority stake (approximately 57%) of S.M.R.E Spa (“SMRE”), a provider of innovative integrated powertrain technology and electronics for electric vehicles. The company paid the aggregate purchase price of approximately $85 million, including transaction expenses, in the form of approximately 1.2 million shares of SolarEdge common stock and the remainder in cash. The common stock of SolarEdge paid in the acquisition was issued without registration pursuant to the exemption provided by Section 4(a)(2) and Regulation S under the Securities Act of 1933, as amended.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release with respect to the closing of the acquisition, which is furnished as Exhibit 99.1 hereto. The information provided in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
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Exhibit No.
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Description
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SOLAREDGE TECHNOLOGIES, INC.
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Date: January 25, 2019
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By:
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/s/ Ronen Faier | |
| Name: Ronen Faier | |||
| Title: Chief Financial Officer | |||
Exhibit 99.1
SolarEdge Announces Closing of S.M.R.E. Spa Acquisition
Fremont, California and Umbertide, Italy— January 25, 2019 — SolarEdge Technologies, Inc. (“SolarEdge”) (NASDAQ: SEDG), a global leader in smart energy technology, announced today the closing of the previously announced acquisition of a majority stake (approximately 57%) of S.M.R.E Spa (“SMRE”), a provider of innovative integrated powertrain technology and electronics for electric vehicles.
“We are pleased to welcome SMRE to the SolarEdge family. We believe that our technological synergies combined with our complimentary areas of expertise will empower SolarEdge’s growing business group at a time when the world is undergoing a clean energy transformation and e-mobility revolution," stated Guy Sella, CEO, Chairman and Founder of SolarEdge.
The Company’s current aggregate investment to purchase the SMRE shares was increased from 51% to 57% totaling approximately $85 million, up from the expected $77 million, including transaction-related expenses. SolarEdge intends to purchase the remaining outstanding equity shares of SMRE that are currently listed on the Italian AIM (SMR.MI) over time through open-market purchases and otherwise, eventually resulting in SMRE becoming a wholly-owned subsidiary of SolarEdge.
For the acquisition, Roth Capital acted as the financial advisor for MTI Holdings, a major shareholder of SMRE.
About SolarEdge Technologies
SolarEdge is a global leader in smart energy technology. By leveraging world-class engineering capabilities and with a relentless focus on innovation, SolarEdge creates smart energy solutions that power our lives and drive future progress. SolarEdge developed an intelligent inverter solution that changed the way power is harvested and managed in photovoltaic (PV) systems. The SolarEdge DC optimized inverter seeks to maximize power generation while lowering the cost of energy produced by the PV system. Continuing to advance smart energy, SolarEdge addresses a broad range of energy market segments through its PV, storage, EV charging, batteries, UPS, and grid services solutions. SolarEdge is online at solaredge.com
Press Contact
SolarEdge Technologies
Jessica Fishman
Public and Media Relations Director
+972-523958445
Jessica.Fishman@solaredge.com
Investor Contacts
SolarEdge Technologies, Inc.
Ronen Faier, Chief Financial Officer
+1 510-498-3263
investors@solaredge.com
Sapphire Investor Relations, LLC
Erica Mannion or Michael Funari
+1 617-542-6180
investors@solaredge.com