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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.

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

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Tesla hosts Rome Mayor for first Italian FSD Supervised road demo

The event marked the first time an Italian mayor tested the advanced driver-assistance system in person in Rome’s urban streets.

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Credit: @andst7/X

Tesla definitely seems to be actively engaging European officials on FSD’s capabilities, with the company hosting Rome Mayor Roberto Gualtieri and Mobility Assessor Eugenio Patanè for a hands-on road demonstration. 

The event marked the first time an Italian mayor tested the advanced driver-assistance system in person in Rome’s urban streets. This comes amid Tesla’s push for FSD’s EU regulatory approvals in the coming year.

Rome officials experience FSD Supervised

Tesla conducted the demo using a Model 3 equipped with Full Self-Driving (Supervised), tackling typical Roman traffic including complex intersections, roundabouts, pedestrian crossings and mixed users like cars, bikes and scooters.

The system showcased AI-based assisted driving, prioritizing safety while maintaining flow. FSD also handled overtakes and lane decisions, though with constant driver supervision.

Investor Andrea Stroppa detailed the event on X, noting the system’s potential to reduce severe collision risks by up to seven times compared to traditional driving, based on Tesla’s data from billions of global fleet miles. The session highlighted FSD’s role as an assistance tool in its Supervised form, not a replacement, with the driver fully responsible at all times.

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Path to European rollout

Tesla has logged over 1 million kilometers of testing across 17 European countries, including Italy, to refine FSD for local conditions. The fact that Rome officials personally tested FSD Supervised bodes well for the program’s approval, as it suggests that key individuals are closely watching Tesla’s efforts and innovations.

Assessor Patanè also highlighted the administration’s interest in technologies that boost road safety and urban travel quality, viewing them as aids for both private and public transport while respecting rules.

Replies on X urged involving Italy’s Transport Ministry to speed approvals, with one user noting, “Great idea to involve the mayor! It would be necessary to involve components of the Ministry of Transport and the government as soon as possible: it’s they who can accelerate the approval of FSD in Italy.”

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Tesla FSD (Supervised) blows away French journalist after test ride

Cadot described FSD as “mind-blowing,” both for the safety of the vehicle’s driving and the “humanity” of its driving behaviors.

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Credit: Grok Imagine

Tesla’s Full Self-Driving (Supervised) seems to be making waves in Europe, with French tech journalist Julien Cadot recently sharing a positive first-hand experience from a supervised test drive in France. 

Cadot, who tested the system for Numerama after eight years of anticipation since early Autopilot trials, described FSD as “mind-blowing,” both for the safety of the vehicle’s driving and the “humanity” of its driving behaviors.

 

Julien Cadot’s FSD test in France

Cadot announced his upcoming test on X, writing in French: “I’m going to test Tesla’s FSD for Numerama in France. 8 years I’ve been waiting to relive the sensations of our very first contact with the unbridled Autopilot of the 2016s.” He followed up shortly after with an initial reaction, writing: “I don’t want to spoil too much because as media we were allowed to film everything and I have a huge video coming… But: it’s mind-blowing! Both for safety and for the ‘humanity’ of the choices.”

His later posts detailed FSD’s specific maneuvers that he found particularly compelling. These include the vehicle safely overtaking a delivery truck by inches, something Cadot said he personally would avoid to protect his rims, but FSD handled flawlessly. He also praised FSD’s cyclist overtakes, as the system always maintained the required 1.5-meter distance by encroaching on the opposite lane when clear. Ultimately, Cadot noted FSD’s decision-making prioritized safety and advancement, which is pretty remarkable.

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FSD’s ‘human’ edge over Autopilot

When asked if FSD felt light-years ahead of standard Autopilot, Cadot replied: “It’s incomparable, it’s not the same language.” He elaborated on scenarios like bypassing a parked delivery truck across a solid white line, where FSD assessed safety and proceeded just as a human driver might, rather than halting indefinitely. This “humanity” impressed Cadot the most, as it allowed FSD to fluidly navigate real-world chaos like urban Paris traffic. 

Tesla is currently hard at work pushing for the rollout of FSD to several European countries. Recent reports have revealed that Tesla has received approval to operate 19 FSD test vehicles on Spain’s roads, though this number could increase as the program develops. As per the Dirección General de Tráfico (DGT), Tesla would be able to operate its FSD fleet on any national route across Spain. Recent job openings also hint at Tesla starting FSD tests in Austria. Apart from this, the company is also holding FSD demonstrations in Germany, France, and Italy.

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Elon Musk

Tesla Optimus shows off its newest capability as progress accelerates

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Credit: Tesla

Tesla Optimus showed off its newest capability as progress on the project continues to accelerate toward an ultimate goal of mass production in the coming years.

Tesla is still developing Optimus and preparing for the first stages of mass production, where units would be sold and shipped to customers. CEO Elon Musk has always marketed the humanoid robot as the biggest product in history, even outside of Tesla, but of all time.

He believes it will eliminate the need to manually perform monotonous tasks, like cleaning, mowing the lawn, and folding laundry.

However, lately, Musk has revealed even bigger plans for Optimus, including the ability to relieve humans of work entirely within the next 20 years.

Development at Tesla’s Artificial Intelligence and Robotics teams has progressed, and a new video was shown of the robot taking a light jog with what appeared to be some pretty natural form:

Optimus has also made several public appearances lately, including one at the Neural Information Processing Systems, or NeurIPS Conference. Some spectators shared videos of Optimus’s charging rig, as well as its movements and capabilities, most interestingly, the hand:

The hand, forearm, and fingers have been one of the most evident challenges for Tesla in recent times, especially as it continues to work on its 3rd Generation iteration of Optimus.

Musk said during the Q3 Earnings Call:

“I don’t want to downplay the difficulty, but it’s an incredibly difficult thing, especially to create a hand that is as dexterous and capable as the human hand, which is incredible. The human hand is an incredible thing. The more you study the human hand, the more incredible you realize it is, and why you need four fingers and a thumb, why the fingers have certain degrees of freedom, why the various muscles are of different strengths, and fingers are of different lengths. It turns out that those are all there for a reason.”

The interesting part of the Optimus program so far is the fact that Tesla has made a lot of progress with other portions of the project, like movement, for example, which appears to have come a long way.

However, without a functional hand and fingers, Optimus could be rendered relatively useless, so it is evident that it has to figure this crucial part out first.

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