REC Silicon Board Concedes It Has No Escape From Hanwha’s NOK 2.20-per-Share Takeover

• REC Silicon’s new board says it cannot finance the company without accepting Hanwha’s NOK 2.20-per-share takeover, leaving investors little room to manoeuvre.

REC Silicon ASA’s newly installed directors say they have run out of options to fend off a contentious buyout bid from South Korea’s Hanwha Group. In an update issued late Monday, the Oslo-listed polysilicon producer acknowledged it cannot secure alternative financing or unpick contractual restrictions that would let it pursue a higher-priced deal.

Hanwha, acting through the vehicle Anchor AS, is offering NOK 2.20 (USD 0.21) a share—about NOK 925 million (USD 86 million) for full control—under a voluntary tender that expires today, 8 July. The price represents only a 2.8 % premium to Monday’s close of NOK 2.14 and roughly one-quarter of REC Silicon’s peak valuation in 2021. Hanwha has told the market it will neither extend the deadline nor raise its bid.

The board, elected in June after a shareholder revolt ousted Hanwha-aligned directors, says every avenue for rescue capital is blocked. Hanwha controls key intellectual-property licences, holds security over plant assets and has warned it will withhold further working-capital loans unless the offer succeeds. Potential lenders, the board added, have balked at those encumbrances and at litigation threats Hanwha has directed at individual directors.

Minority investors led by Water Street Capital and Norwegian industrialist Jens Ulltveit-Moe call the bid “manifestly lowball,” arguing REC Silicon’s U.S. silane-gas franchise and shuttered Moses Lake polysilicon plant position it to ride the battery-grade silicon boom. Yet with no competing bidder and less than three weeks of cash on hand, directors say rejecting Hanwha could push the company into insolvency. 

Shareholders now face an all-or-nothing choice: tender into an offer they consider inadequate, or gamble on keeping REC Silicon afloat without Hanwha’s funding. Trading volumes have surged as arbitrage funds bet on a narrow spread between the bid and the market price—just NOK 0.06 at Monday’s close. The board pledged to continue probing the recent cancellation of a major Q Cells contract—an event critics say Hanwha orchestrated to depress the share price—even if the takeover proceeds.