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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:

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“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:

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.

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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:

  • 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

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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.

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.

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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.

Gene has been obsessed with cars since before he could legally sit in the front seat. Writer, researcher, unofficial CS support, accountant, native suit guy when needed, and overall stick poker. He approaches every story the way he approaches a road trip: with too much enthusiasm, not enough planning, and a surprisingly good outcome. gene@teslarati.com

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Elon Musk

Tesla Phone? Not quite, but close: analyst

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elon musk phone
Photo: Boss Hunting.com.au

For years, there have been images and videos across social media platforms that have reminded me of when I was a 15-year-old kid teased by “Xbox 720” videos on YouTube. These videos are of the supposed “Tesla Phone” that Elon Musk was secretly developing in between leading Tesla with its electric cars and SpaceX with its reusable rockets.

Although Musk has put those rumors to bed several times, it was never completely out of the realm that he could get involved in cell phones in some capacity. Think outside the box and more macro-level, though. Instead of reinventing the computer, Musk reinvented connectivity by developing Starlink with SpaceX.

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It could be something similar, TD Cowen analyst Gregory Williams said in a note last week, where he hinted SpaceX could be gathering some steam to acquire T-Mobile.

Williams said it would be the “clear choice” for SpaceX if it decided to go through with a network acquisition. He also suggested AT&T.

The move would be possible through selling more of its own stock, which would help SpaceX raise the money to purchase T-Mobile, which would cost roughly $300 billion. It could be one of the moves SpaceX makes post-IPO in terms of an acquisition: it already acquired Cursor AI for $60 billion.

Other analysts, like Dan Ives of Wedbush, believe SpaceX and Tesla will eventually merge into one anyway, and that conglomeration could come as soon as this year, some have said.

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The implications of SpaceX purchasing T-Mobile are massive. A combined entity would create a truly ubiquitous network: T-Mobile’s terrestrial 5G towers and Starlink’s growing constellation of Direct-to-Cell satellites. This would essentially eliminate dead zones across the U.S. and potentially globally.

SpaceX would instantly become a full-scale facilities-based carrier with satellite differentiation; a huge advantage. This would pressure AT&T and Verizon heavily.

There are also concerns like a potential reduction in long-term competition, and of course, a deal of that size would face intense scrutiny from government agencies.

The strategic fit is compelling due to the existing Starlink–T-Mobile partnership and complementary technologies (space + terrestrial). It could create a dominant integrated communications player. However, the regulatory, financial, and execution hurdles are enormous — this remains highly speculative with no indication SpaceX is actively pursuing it right now.

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Tesla reveals huge Cybercab detail in new guide for First Responders

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Credit: Tesla

Tesla revealed a major new Cybercab detail in a guide it released for First Responders, showing new territory in its beliefs and intentions for the ride-hailing-focused vehicle that entered production in April.

The First Responders Guide is released to give fire departments, paramedics, and other emergency personnel the proper guidance on what to do in the event of an accident, entrapment, or other situation that would require immediate attention.

On one of the pages of the First Responders Guide, Tesla revealed a stark detail about the Cybercab, which could help personnel enter the vehicle more easily in case of an emergency.

Tesla Cybercab has one important piece that AI4 cars might need for FSD

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It shows Tesla has no intention of releasing any Cybercab units that were initially proposed for ride-hailing services for the general public with any manual controls, meaning a steering wheel or pedals:

“A Cybercab equipped with steering wheel, brake pedal, and an acceleration pedal is typically an engineering or test vehicle, and operates at SAE Level 2 autonomy. Cybercab is not typically equipped with a steering wheel or acceleration and brake pedals.”

This is a major development for those who continue to believe Tesla planned to release the Cybercab with any sort of manual controls so that passengers could take over if needed. However, when Tesla started manufacturing production versions of the Cybercab in Giga Texas earlier this year, they were spotted without a steering wheel or pedals.

It essentially confirms the company has no intentions of bringing manual controls to the car’s production versions. Some have argued that the likelihood of Tesla having something

There still are some Cybercab units out there with a steering wheel and pedals, and as Tesla said, these cars are engineering or test vehicles, which have Safety Monitors on board to help the car out of a precarious situation or emergency.

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Tesla Full Self-Driving v14 ‘Lite’ Release Notes: new capabilities and features

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(Credit: Megan Gale/Twitter)

Tesla released the Full Self-Driving v14 ‘Lite’ suite to owners of Hardware 3 or AI3 vehicles today, adding several new features to the vehicles that were once believed to be capable of unsupervised self-driving.

Now, Tesla has released this modified suite to older Tesla vehicles, adding plenty of new features and capabilities.

Here are the full release notes for the suite:

  • Distilled the intelligence from HW4 V14 into HW3. This allows HW3 to directly learn how to handle scenarios using HW4 V14 as a guide. This process unlocks the improvements that have been made to HW4 including Reinforcement Learning (RL) and offline models for HW3.
  • Improved both proactive and reactive responsiveness across a wide variety of categories including navigation handling, merges and forks, pedestrian interactions, traffic lights, and vehicle cut-in scenarios.
  • Improved general comfort in nominal scenarios through fewer false slowdowns, smoother steering and more consistent lane centering.
  • Introduced parking, unparking, and reversing capabilities.
  • Added Arrival Options for you to select where FSD should park: in a Parking Lot, on the Street, in a Driveway, or at the Curbside.
  • Speed Profiles are now available at all times, to further customize driving style preference.

These improvements, according to Tesla’s Head of AI, Ashok Elluswamy, help distill the driving behavior from AI4’s v14 series into both the camera and compute configurations of AI3.

Tesla Full Self-Driving v14 ‘Lite’ for older cars finally gets released

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He added:

“It includes destination options and speed profiles on city roads, but more importantly significantly improved safety. We hope you’ll enjoy it, once the build ships wide.”

Tesla will continue to roll out the v14 Lite suite more widely in the coming weeks, the company said.

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