Norway-based REC Silicon has received an all-cash offer from Hanwha to acquire all outstanding shares in the company. Hanwha Corp. and Hanwha Solutions, currently the largest shareholders in REC Silicon and jointly calling themselves “Anchor AS,” have offered NOK 2.2 (US $0.21) per share, representing around NOK 925 million (US $88.6 million).
Hanwha first invested in REC Silicon in 2022. Interest in solar panel production in the United States was growing, and Hanwha’s American manufacturing operations was leading the efforts. Qcells was building an all-inclusive silicon solar panel manufacturing facility in Georgia (ingot-wafer-cells-panels) and needed American polysilicon. REC Silicon was able to restart its polysilicon operations in Moses Lake, Washington, after receiving the Hanwha investment.
But REC Silicon stopped production in Moses Lake late last year after producing product at inferior quality levels for Qcells, Qcells has now turned to OCI in South Korea for its solar-grade polysilicon needs.
REC Silicon still operates an electronics-grade polysilicon factory in Butte, Montana.
REC Silicon’s board of directors unanimously recommends that shareholders accept Hanwha’s all-cash offer.
“Hanwha has been a supporting shareholder of the company for many years, not least in a period which has been challenging for the company, and REC believes the opportunities that this offer represents in respect of an enhanced partnership with Hanwha is firmly in its interest and in the interests of all the company’s stakeholders including the shareholders,” said Kurt Levens, CEO of REC Silicon.
If the deal goes through, Hanwha would delist REC Silicon from the Oslo Stock Exchange before providing more financial support to stabilize operations. REC’s Board believes that the company’s reduced operations make it better suited for private ownership.
“The main objective for transaction is to seek the continuation of [REC’s] business operations. The [buyers] and the Hanwha group will strive to develop the business, and at the same time combine and integrate the business into the Hanwha group’s existing business structure,” a news release states. “As part of the discussions regarding the offer, the Hanwha group has confirmed its intention to financially support [REC’s] operations, which may include an extension of existing shareholder loans or a new bridge loan.”
Norwegian minority shareholders started a website called “Stop the steal” and sent a letter to REC’s Board, which is shared with permission here:
As shareholders of REC Silicon ASA, we wish to express serious concerns regarding the Board’s recommendation to accept the voluntary offer from Anchor AS at NOK 2.20 per share.
Our concern is not only related to the offer price, but more fundamentally to the process that led to the recommendation.
It appears that the Board’s decision relies almost exclusively on a “fairness opinion” provided by Arctic Securities. There is no indication that the Board has actively explored or considered alternative strategies to maximize shareholder value — such as asset sales, strategic partnerships, or alternative restructuring solutions.
Given REC Silicon’s unique position in the growing domestic market for specialty gases and silane, particularly in relation to the semiconductor and silicon anode industries, it is highly relevant to ask whether more value-preserving alternatives were available but not pursued.
The coming year will be critical, as players like Sila Nanotechnologies and Group14 Technologies are advancing toward qualification with major automotive manufacturers. If successful, the demand for silane gas could accelerate rapidly. In addition, Cenate and potentially other emerging players are approaching key investment decisions that could further expand the market.
These developments highlight the strategic importance of fully exploring alternative paths before recommending an offer that risks transferring significant latent value away from minority shareholders.
Furthermore, if no competing offers or alternative proposals emerge from potential industrial buyers such as Sila Nanotechnologies, Group14, Air Liquide, or others at this stage, it would seem unlikely that such opportunities would materialize following a bankruptcy scenario. It is therefore reasonable to consider whether the current offer serves not only as an acquisition attempt but also as a strategic move by Hanwha to provoke action from other parties who may otherwise have hesitated to engage.
We also wish to remind the Board that its actions must be fully compliant with Norwegian corporate law, including the fiduciary duty to act loyally and in the best interests of all shareholders — not solely those of the majority shareholder group.
As a final observation, it is important to highlight that REC Silicon has reported substantial deferred tax assets connected to prior operational losses in both the U.S. and Norway. Although the extent to which these assets can be realized remains uncertain, their existence represents a significant hidden layer of value that has not been properly acknowledged in the current offer.
Any process that results in this value being effectively transferred to the main shareholder, without fair treatment of minority shareholders, would raise serious concerns about the handling of fiduciary responsibilities. We will continue to monitor this closely.
Given the increasing shareholder attention, it is also likely that media scrutiny on the process could intensify if concerns regarding fairness and corporate governance are not properly addressed.
While we have serious reservations about the process, we would like to close this message on a constructive note.
We are genuinely curious whether the Board views the offer price of NOK 2.2 as a generous reflection of the Company’s underlying value. [REC Silicon] CEO did in February 2024 communicate that he was somewhat surprised that the share price was as low as NOK 11 per share at the time. What has changed, and why is NOK 2.2 today supported by the board and CEO as a good offer? This reflects poor business practice as well as questionable morals and ethics!
We respect that you may have your reasons for supporting the offer. However, as you are surely aware, the prevailing sentiment among the broader shareholder base is that the offer is viewed as deeply inadequate.
It remains to be seen whether this represents a serious final offer, or merely an opening position. We believe that an offer would need to be significantly better than the current price to be taken seriously.
It is also important to recognize that a large portion of shareholders today seem prepared to take the risk associated with a potential bankruptcy process — because there is a strong conviction that the Company’s asset values, even in liquidation, would exceed the value implied by the current offer after deducting debt.
We trust that the Board will reflect carefully on these considerations as you move forward.
Thank you for giving attention to how unfairly minority shareholders have been treated in by Hanwha!
We have seen he value of the company decrease by more than 90% since the announcement of the deal that was supposed to save Rec Silicon. Large parts of the company`s Board and Management was replaced by Hanwhas own people. Hundreds of millions have been invested in upgrading FBR-reactors to deliver ultra pure polysilicon to Hanwha. Then, with nothing more than a undisclosed purity test in China, Hanwha cancelled the $3B deal.
We will fight this to the end!
This offer appears to be the result of a long-term strategy by Hanwha to weaken the company over time and push norwegians minority shareholders into a corner. With strong U.S. financial and political backing, the South Korean conglomerate is now moving to acquire full control at a price far below the company’s value.
Meanwhile, President Trump has emphasized protecting American industry and ensuring fair trade with U.S. allies — values that are clearly being undermined in this case.
American authorities should seriously consider launching an investigation into this matter.
Have they ever told how much polution there were in the test they send to China. Why not send another test to Germany, i think Q-cells does that.
And how big is the contract with sila.?
Great article.
Hanwha has led REC Silicon in to major debt.
It is time for Hanwha to take responsabillity for poor management, and give the shareholders something back. An offer of 2.2 NOK pr share is an absolute discrase!
https://www.recsiliconinvestors.com/stop-the-steal-2/
Its a STEAL!! First hanwah put REC in huge debt, then send ONE test to china, then cancel the deal… Then when share is crashed they offer an disgraced offer with remaining shareholder… We will NOT accept!