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April 29, 2011 4:51 PM

Wilson Sonsini, Jones Day on Total's Bid for SunPower

Posted by Tom Huddleston Jr.

Paris-based oil and gas company Total S.A. and SunPower Corporation, a U.S. solar energy outfit, are poised to join forces, the companies announced Thursday.

Total has agreed to offer $1.4 billion to acquire a controlling stake in San Jose-based SunPower. The French company is offering $23.25 per SunPower share for a 60 percent stake in the company, which would represent a 46 percent premium over the April 27 closing price of SunPower's Class A shares, the companies said.

Wilson Sonsini Goodrich & Rosati is providing legal counsel to Total on the bid with a group that includes corporate partners David Segre, Richard Blake, Michael Ringler, and Denny Kwon. Also advising from Wilson Sonsini is finance partner Chris Groobey, and technology transactions partners Selwyn Goldberg and James Clessuras. Total's in-house team is led by legal director (Gas & Power) Stephen Douglas, M&A legal director Jonathan Marsh, and senior counsel Matthew Clayton.

This is the second billion-dollar-plus energy acquisition for the French oil company in recent months. As we reported in December, Total agreed to a complicated $1.75 billion deal to acquire stakes in three different Canadian oil sands tracts from Suncor Energy Inc. Canadian firm Osler, Hoskin & Harcourt advised Total on that deal.

SunPower turned to Jones Day for representation. The firm's team is led by Silicon Valley partner R. Todd Johnson, who heads the firm's renewable energy and sustainability practice. Jones Day's global M&A chair Robert Profusek and Irvine M&A partner Jonn Beeson also are advising on the deal. Bruce Ledesma is general counsel for SunPower.

Johnson has been involved in multiple past transactions for SunPower, including the company's 2007 acquisition of PowerLight Corporation, for $332 million, and last July's $1.2 billion joint venture between SunPower and AU Optronics Corp.

The tender offer, which values SunPower at $2.3 billion, is expected to begin within ten business days of the announcement. The offer's closing is conditioned on at least half of SunPower's shares being tendered, as well as regulatory approval from U.S. and European Union authorities.

Under the agreement, Total will provide SunPower with up to $1 billion of credit support--in connection with credit issued related to SunPower's utility power plant and commercial installation businesses--over the next five years. Total will also nominate a majority of directors to SunPower's board.

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