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Tesla makes offer to acquire SolarCity, Elon Musk doubles down

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BREAKING: Tesla’s board of directors has made a bid to acquire SolarCity. The proposed acquisition of SolarCity by Tesla would amount to an approximate $2.8 billion stock-only deal or a premium of 21% to 30% over today’s SolarCity (NASDAQ:SCTY) closing price.

The two companies have shared history with one another through strategic partnerships that have allowed each company to leverage its core technology to provide clean energy and off-grid energy storage. Not only do both companies share a mission rooted in accelerating the transition to a sustainable energy future, they also share arguably the most critical component to driving this mission forward – Elon Musk.

Musk sits as chairman at SolarCity and also the largest individual shareholder of the company. He’s also majority shareholder and CEO at Tesla, now split into automotive division Tesla Motors, and Tesla Energy which designs and manufacturers the Powerall and Powerpack lithium-ion battery storage system used in SolarCity’s massive solar power projects.

By combining the two entities, Tesla will be able to effectively control design, strategy, and production by ultimately unifying operations under a single umbrella. Tesla’s statement reads:

“We believe that the possibilities for product, service and operational synergies would be substantial, and that a combination would allow our companies to build on our respective core competencies and remain at the forefront of delivering innovative approaches for sustainable transportation and energy.”

Full Statement from Tesla:

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Tesla’s mission has always been tied to sustainability. We seek to accelerate the world’s transition to sustainable transportation by offering increasingly affordable electric vehicles. And in March 2015, we launched Tesla Energy, which through the Powerwall and Powerpack allow homeowners, business owners and utilities to benefit from renewable energy storage.

It’s now time to complete the picture. Tesla customers can drive clean cars and they can use our battery packs to help consume energy more efficiently, but they still need access to the most sustainable energy source that’s available: the sun.

The SolarCity team has built its company into the clear solar industry leader in the residential, commercial and industrial markets, with significant scale and growing customer penetration. They have made it easy for customers to switch to clean energy while still providing the best customer experience. We’ve seen this all firsthand through our partnership with SolarCity on a variety of use cases, including those where SolarCity uses Tesla battery packs as part of its solar projects.

So, we’re excited to announce that Tesla today has made an offer to acquire SolarCity. A copy of Tesla’s offer is provided below.

If completed, we believe that a combination of Tesla and SolarCity would provide significant benefits to our shareholders, customers and employees:

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  • We would be the world’s only vertically integrated energy company offering end-to-end clean energy products to our customers. This would start with the car that you drive and the energy that you use to charge it, and would extend to how everything else in your home or business is powered. With your Model S, Model X, or Model 3, your solar panel system, and your Powerwall all in place, you would be able to deploy and consume energy in the most efficient and sustainable way possible, lowering your costs and minimizing your dependence on fossil fuels and the grid.
  • We would be able to expand our addressable market further than either company could do separately. Because of the shared ideals of the companies and our customers, those who are interested in buying Tesla vehicles or Powerwalls are naturally interested in going solar, and the reverse is true as well. When brought together by the high foot traffic that is drawn to Tesla’s stores, everyone should benefit.
  • We would be able to maximize and build on the core competencies of each company. Tesla’s experience in design, engineering, and manufacturing should help continue to advance solar panel technology, including by making solar panels add to the look of your home. Similarly, SolarCity’s wide network of sales and distribution channels and expertise in offering customer-friendly financing products would significantly benefit Tesla and its customers.
  • We would be able to provide the best possible installation service for all of our clean energy products. SolarCity is the best at installing solar panel systems, and that expertise translates seamlessly to the installation of Powerwalls and charging systems for Tesla vehicles.
  • Culturally, this is a great fit. Both companies are driven by a mission of sustainability, innovation, and overcoming any challenges that stand in the way of progress.

Today’s offer to acquire SolarCity is only the first step toward a successful combination of Tesla and SolarCity. We will provide a further update if and when an agreement is reached.

June 20, 2016

Mr. Lyndon R. Rive
Chief Executive Officer
SolarCity Corporation
3055 Clearview Way
San Mateo, CA 94402

Dear Lyndon:

We are pleased to submit to you and the SolarCity board of directors a proposal to acquire all of the outstanding shares of common stock of SolarCity in exchange for Tesla common shares.  Subject to completing due diligence, we propose an exchange ratio of 0.122x to 0.131x shares of Tesla common stock for each share of SolarCity common stock. This proposal represents a value of $26.50 to $28.50 per share, or a premium of approximately 21% to 30% over the closing price of SolarCity’s shares, based on today’s closing price of SolarCity’s shares and the 5-day volume weighted average price of Tesla shares. We believe that our proposal offers fair and compelling value for SolarCity and its stockholders, while also giving SolarCity’s stockholders the opportunity to receive Tesla common stock at a premium exchange ratio and the opportunity to participate in the success of the combined company through their ongoing ownership of Tesla stock.

The board of directors of Tesla is excited at the prospect of a potential combination of SolarCity’s business with Tesla. We believe that the possibilities for product, service and operational synergies would be substantial, and that a combination would allow our companies to build on our respective core competencies and remain at the forefront of delivering innovative approaches for sustainable transportation and energy. We believe that a combination would generate significant benefits for stockholders, customers and employees of both Tesla and SolarCity.

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We are committed to a possible transaction that is fair to SolarCity’s and Tesla’s respective stockholders.  To help ensure that, Tesla is prepared to make the consummation of a combination of our companies subject to the approval of a majority of disinterested stockholders of both SolarCity and Tesla voting on the transaction. In addition, as a result of their overlapping directorships, Elon Musk and Antonio Gracias have recused themselves from voting on this proposal at the Tesla board meeting at which it was approved, and will recuse themselves from voting on this proposal at the SolarCity board as well.  We believe that any transaction should be the result of full and fair deliberation and negotiation by both of our boards and the fully-informed consideration of our respective stockholders.

Our proposal is subject to the satisfactory completion of due diligence, the negotiation of mutually agreeable definitive transaction documents, and final approval by the Tesla board. While a transaction would be further subject to customary and usual closing conditions, we believe that Tesla is well positioned to negotiate and complete the transaction in an expedited manner. We do not anticipate significant regulatory or other obstacles in consummating a mutually beneficial transaction promptly.

In light of Elon Musk’s SEC disclosure obligations in his individual capacity as a stockholder of SolarCity this proposal will be publicly disclosed, but Tesla’s intention is to proceed only on a friendly basis.

We look forward to discussing a potential transaction with you, and hope to expeditiously enter into a definitive agreement.

Sincerely,

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The Board of Directors of
Tesla Motors, Inc.

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SpaceX calls off Starship 10 flight attempt once again

SpaceX is calling off a potential launch of Starship this evening, marking the second consecutive night the tenth test flight of the massive rocket will be delayed.

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Credit: SpaceX

SpaceX is calling off a potential launch of Starship this evening, marking the second consecutive night the tenth test flight of the massive rocket will be delayed.

Originally planning to launch on Sunday at 6:30 p.m. local time in Starbase, Texas, SpaceX was forced to delay the tenth launch of Starship due to a hardware issue.

“Ground side liquid oxygen leak needs to be fixed. Aiming for another launch attempt tomorrow,” CEO Elon Musk posted on the social media platform X.

Starship Flight 10 rescheduled as SpaceX targets Monday launch

The launch was then pushed to Monday night, and the launch window was set to start at the same time as Sunday. However, SpaceX would push it back to 6:44 p.m. due to some weather issues.

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Eventually, Starship seemed like it was trending toward a launch, but weather continued to persist in the area, with thunder, rain, and lightning all threatening in the area.

At around 7:03 p.m., SpaceX decided to stand down once again, confirming weather was the culprit of yet another delay:

SpaceX will likely try again on Tuesday night, but the company has not yet confirmed if it will open another launch window.

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WATCH: SpaceX Starship Flight 10 launch

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Credit: SpaceX

SpaceX is set to launch its tenth test flight of the Starship program, with a launch window that will open at 6:44 p.m. local time, or 7:44 p.m. on the East Coast.

Starship’s tenth test flight was originally scheduled for launch yesterday with a one-hour window that opened at 7:30 p.m. ET, but it was called off 17 minutes before that window even had a chance to open.

Starship Flight 10 rescheduled as SpaceX targets Monday launch

SpaceX moved the flight to tonight. It was also originally scheduled to have a launch window at the same time as Sunday, but it was pushed back 14 minutes to around 6:30 p.m. ET. There are storms in the area, as well as clouds over Starbase, so there is the off chance for another launch delay.

There are several big objectives for this launch, including the expansion of the operating envelope for the Super Heavy booster. SpaceX says there are “multiple landing burn tests planned.”

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The booster will also be performing a few in-flight experiments to help with data collection. Specifically, real-world performance data on future flight profiles and off-nominal scenarios will be on the list of things SpaceX will be looking for.

Starship itself will have a few in-flight objectives that include the deployment of eight Starlink simulators that are similar in size to the next-gen satellites for the internet service. SpaceX was set to test this with Starship’s seventh test flight, which occurred in January 2025. However, the task was abandoned as the vehicle was destroyed before deployment could occur.

Liftoff conditions are currently looking favorable, and SpaceX will be eager to improve upon its Starship launch program as CEO Elon Musk has big plans for it in the coming years.

You can watch the launch below via SpaceX:

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Tesla looks to expand Robotaxi geofence once again with testing in new area

It looks as if Tesla is preparing for its next expansion of the geofence, potentially moving toward a much larger service area that could eclipse 150 square miles.

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Credit: Joe Tegtmeyer | X

Tesla looks to be preparing for the potential expansion of the Robotaxi geofence once again, as the company was spotted testing the suite in an area well outside of the Austin service area.

After it first launched the Robotaxi platform on June 22, Tesla has managed to expand its geofence twice, essentially doubling the travel area both times.

The most recent expansion took the size of the geofence from 42 square miles to about 80 square miles, bringing new neighborhoods and regions of the city into the realm of where the driverless vehicles could take passengers.

However, it looks as if Tesla is preparing for its next expansion of the geofence, potentially moving toward a much larger service area that could eclipse 150 square miles.

Over the weekend, one fan noticed a Robotaxi validation vehicle testing in Bee Cave, Texas, which is roughly 25 minutes from the edge of the current geofence:

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Tesla has been testing vehicles in the western suburbs of Austin for some time, and it seems the company is laying some groundwork to push its geofence expansion into Plaid Mode as competition with Waymo continues to be at the forefront of the conversation.

Waymo has been expanding with Tesla for some time, as the pace of expansion for the two companies has been relatively accelerated for the past couple of months.

Tesla’s expansions of the geofence sent a clear message to competitors and doubters, but it is still aiming to keep things safe and not push the envelope too quickly.

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The geofence expansion is impressive, but Tesla is also focusing on expanding its vehicle fleet in both Austin and the Bay Area, where it launched a ride-hailing service in July.

Tesla Bay Area autonomous fleet to grow to over 100 units: Elon Musk

Still, safety is the priority at the current time.

“We are being very cautious. We do not want to take any chances, so we are going to go cautiously. But the service areas and the number of vehicles in operation will increase at a hyper-exponential rate,” CEO Elon Musk said during the Q2 Earnings Call.

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