Hanwha Chemical Corp. signed a purchase and transfer agreement to acquire substantially all assets of Q-Cells SE (XTRA:QCE) for approximately KRW 360 billion on August 26, 2012. Amount of total consideration includes HanwQ-Cells's debts worth KRW 300 billion.

The agreement provides for the preservation of the Thalheim research and production site, including the preservation of approximately 3/4 of the workforce there, and the complete transfer of the subsidiary in Malaysia. The transaction includes the plants in Germany and branches in the USA, Australia and Japan. The agreement does not include assumption of obligations under the convertible bonds issued or guaranteed by Q-Cells.

The deal is subject to approval from the creditors at the meeting scheduled on August 29, 2012, the Board of Hanwha, and from the regulatory authorities. As of August 29, 2012, the transaction was approved by creditors. Citigroup Global Markets Korea Securities Limited acted as lead manager and financial advisor to Hanwha Chemical Corp and Deloitte acted as underwriter to Q-Cells.

Henning Schorisch of hww wienberg wilhelm acted as insolvency administrator to Q-Cells SE. Frank Grell and Henning C. Schneider of Latham & Watkins LLP acted as legal advisors to Q-Cells. KPMG provided due diligence to Hanwha Chemical.

Bernd Meyer-Witting, with partners Hyun S Kim, Nicole Engesser Means, David Elshorst and Thorsten Vormann of Clifford Chance in Germany acted as the legal advisor to Hanwha Chemical. Dresden Noerr, Jens Gehlich, Sebastian Voigt, Peter Bräutigam, Marlies Raschke, Lars Leupolt, Uwe Brendler, Hanne Kara, Bernhard von Sonnleithner,Konrad Zdanowiecki, Valentina Schulte-Braucks and Johanna Sprenger of Noerr LLP acted as legal advisors for Q-Cells. Deloitte & Touche Corporate Finance Gmbh acted as financial advisor for hww wienberg wilhelm in the transaction.