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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.

I'm friendly. You can email me. gene@teslarati.com

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Elon Musk

Tesla owners explore potential FSD pricing options as uncertainty looms

We asked Tesla owners what the company should price Full Self-Driving moving forward, as now it’s going to be subscription-based. There were some interesting proposals.

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Credit: Tesla

Tesla is starting the process of removing the ability to purchase the Full Self-Driving suite outright, as it pulled the purchase option in the United States over the weekend.

However, there has been some indication by CEO Elon Musk that the price of the subscription will increase as the suite becomes more robust. But Tesla finds itself in an interesting situation with this: the take rate for Full Self-Driving at $99 per month is about 12 percent, and Musk needs a significant increase in this rate to reach a tranche in his new compensation package.

This leaves Tesla and owners in their own respective limbos: Tesla needs to find a price that will incentivize consumers to use FSD, while owners need Tesla to offer something that is attractive price-wise.

We asked Tesla owners what the company should price Full Self-Driving moving forward, as now it’s going to be subscription-based. There were some interesting proposals.

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Price Reduction

Although people are willing to pay the $99 per month for the FSD suite, it certainly is too high for some owners. Many suggested that if Tesla would back down the price to $49, or somewhere around that region, many owners would immediately subscribe.

Others suggested $69, which would make a lot of sense considering Musk’s obsession with that number.

Different Pricing for Supervised and Unsupervised

With the release of the Unsupervised version of Full Self-Driving, Tesla has a unique opportunity to offer pricing for different attention level requirements.

Unsupervised Full Self-Driving would be significantly more expensive, but not needed by everyone. Many people indicate they would still like to drive their cars manually from time to time, but others said they’d just simply be more than okay with only having Supervised FSD available in their cars.

Time-Based Pricing

Tesla could price FSD on a duration-based pricing model, including Daily, Weekly, Monthly, and Annual rates, which would incentivize longer durations with better pricing.

Annually, the rate could be $999 per year, while Monthly would stay at $99. However, a Daily pass of FSD would cost somewhere around $10, while a $30 per week cost seems to be ideal.

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These all seem to be in line with what consumers might want. However, Tesla’s attitude with FSD is that it is the future of transportation, and with it offering only a Monthly option currently, it does not seem as if it will look as short-term as a Daily pass.

Tiered Pricing

This is perhaps the most popular option, according to what we’ve seen in comments and replies.

This would be a way to allow owners to pick and choose which FSD features they would like most and pay for them. The more features available to you, the more it costs.

For example, if someone only wanted Supervised driving and Autopark, it could be priced at $50 per month. Add in Summon, it could be $75.

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This would allow people to pick only the features they would use daily.

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Tesla leaves a single loophole to purchase Full Self-Driving outright

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Credit: Tesla

Tesla has left a single loophole to purchase Full Self-Driving outright. On Sunday, the option officially disappeared from the Online Design Studio in the United States, as Tesla transitioned to a Subscription-only purchasing plan for the FSD suite.

However, there is still one way to get the Full Self-Driving suite in an outright manner, which would not require the vehicle owner to pay monthly for the driver assistance program — but you have to buy a Model S or Model X.

Months ago, Tesla launched a special “Luxe Package” for the Model S and Model X, which included Full Self-Driving for the life of the vehicle, as well as free Supercharging at over 75,000 locations, as well as free Premium Connectivity, and a Four-Year Premium Service package, which includes wheel and tire protection, windshiel protection, and recommended maintenance.

It would also be available through the purchase of a Cyberbeast, the top trim of the Cybertruck lineup.

This small loophole would allow owners to avoid the monthly payment, but there have been some changes in the fine print of the program, as Tesla has added that it will not be transferable to subsequent vehicle owners or to another vehicle.

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This goes for the FSD and the Supercharging offers that come with the Luxe Package.

For now, Tesla still has the Full Self-Driving subscription priced at $99 per month. However, that price is expected to increase over the course of some time, especially as its capabilities improve. Tesla seems to be nearing Unsupervised FSD based on Musk’s estimates for the Cybercab program.

There is the potential that Tesla offers both Unsupervised and Supervised FSD for varying prices, but this is not confirmed.

In other countries, Tesla has pushed back the deadline to purchase the suite outright, as in Australia, it has been adjusted to March 31.

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Tesla Sweden’s port deal sparks political clash in Trelleborg

The extension of Tesla’s lease has drawn criticism from the local Social Democratic opposition.

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Andrzej Otrębski, CC BY-SA 4.0 , via Wikimedia Commons

Tesla Sweden’s lease agreement at the Port of Trelleborg has triggered a political dispute, with local leaders divided over whether the municipally owned port should continue renting space to the electric vehicle maker amidst its ongoing conflict with the IF Metall union.

Tesla Sweden’s recently extended contract with the Port of Trelleborg has triggered calls for greater political oversight of future agreements.

Tesla has used the Port of Trelleborg to import vehicles into Sweden amid a blockade by the Transport Workers’ Union, as noted in a report from Dagens Arbete (DA). By routing cars via trucks on passenger ferries, the company has maintained deliveries despite the labor dispute. Vehicles have also been stored and prepared in facilities leased from the municipal port company.

The extension of Tesla’s lease has drawn criticism from the local Social Democratic opposition. Initially, the Port of Trelleborg hinted that it would not enter into new agreements with Tesla, but it eventually opted to renew its existing contract with the EV maker anyway.

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Lennart Höckert, an opposition councilor, described the port’s decision as a “betrayal of the Swedish model,” arguing that a municipally owned entity should not appear to side with one party in an active labor dispute.

“If you want to protect the Swedish model, you shouldn’t get involved in a conflict and help one of the parties. When you as a company do this, it means that you are actually taking a position and making things worse in an already ongoing conflict,” Höckert said. 

He added that the party now wants politicians to review and approve future rental agreements involving municipal properties at the port.

The proposal has been sharply criticized by Mathias Andersson of the Sweden Democrats, who chairs the municipal board. In comments to local media, Andersson described the Social Democrats’ approach as “Kim Jong Un-style,” arguing that political leaders should not micromanage a company governed by its own board.

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“I believe that the port should be run like any other business,” Andersson said. He also noted that operational decisions fall under the authority of the Port of Trelleborg’s board instead of elected officials.

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