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Tesla makes offer to acquire SolarCity, Elon Musk doubles down

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9 years ago

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

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Elon Musk

Tesla executes ‘a must’ with Musk as race to AI supremacy goes on: Wedbush

Dan Ives of Wedbush says Tesla made the right move getting Elon Musk his pay package.

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1 hour ago

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August 4, 2025

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elon musk
Steve Jurvetson, CC BY 2.0 , via Wikimedia Commons

Tesla (NASDAQ: TSLA) executed what Wedbush’s Dan Ives called “a must” this morning as it finalized a new pay package for its CEO Elon Musk.

The move helped give Musk his first meaningful compensation at Tesla since 2017, when the company offered a pay package that was based on performance and proven growth. That package was approved by shareholders on two separate occasions, but was denied to Musk both times by the Delaware Chancery Court.

On Monday, Tesla announced on X that it had created a new package that would give 96 million shares of restricted stock to Musk to compensate him for the “immense value generated for Tesla and all our shareholders.”

The details of the pay package are designed to retain Musk, who has voiced some concerns about his control of Tesla, as “activist shareholders” have used lawsuits to disrupt the previously approved package.

You can read all the details of it here:

Tesla rewards CEO Elon Musk with massive, restricted stock package

Ives says Musk’s retention is ‘a must’

Ives said in a note to investors on Monday that with the raging AI talent war that Tesla made a smart move by doing what it could to retain Musk.

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He wrote:

“With the AI talent war now fully underway across Big Tech, we believe this was a strategic move to keep TSLA’s top asset, Musk, would stay focused at the company with his priority being to bolster the company’s growth strategy over the coming years. With this interim award increasing Musk’s voting rights upon this grant, which Musk honed in on and mentioned was increasingly important to incentivize him to stay focused on the matters at hand, this was a strategic move by the Board to solidify Musk as CEO of Tesla over the coming years with this framework for Musk’s pay package and greater voting control removing a major overhang on the story.”

He went on to say:

“While the groundwork is now in place for the next few years, it will be critical for the Tesla Board of Directors to get this long-term compensation strategy in place prior to the company’s November 6th shareholder meeting which would address the elephant in the room and remove a significant overhang on the stock.”

Wedbush maintained its Outperform rating and its $500 price target on the stock.

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Elon Musk

Tesla CEO Elon Musk reveals ideal timeline for insane self-driving feature

Tesla CEO Elon Musk has extremely optimistic expectations for Full Self-Driving progress by the end of 2025.

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4 hours ago

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August 4, 2025

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Credit: Tesla

Tesla CEO Elon Musk has revealed his ideal timeline for what would likely be the most insane self-driving feature: the ability for drivers to play video games at the wheel.

There are a handful of videos out there of drivers already performing this task. Nobody using Tesla’s Full Self-Driving suite should perform these activities, as the company maintains the system is not fully autonomous.

Drivers are responsible for the vehicle and should be prepared to take over.

Tesla has put a lot of faith in its development of Full Self-Driving and has made tremendous strides over the past few years. Capabilities have gotten more refined and accurate through various methods, including data collection and hardware improvements.

Tesla kicks Robotaxi geofence expansion into high gear in Austin

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It has gotten so good that Tesla launched a Robotaxi platform in Austin, Texas, on June 22. Passengers can hop in the back of a Model Y and will be transported around the city in a confined geofence that is about 90 square miles in size. There is nobody in the driver’s seat, but there is a Safety Monitor in the passenger’s seat.

Tesla launched a similar experience in California’s Bay Area last week, but the company has placed the Safety Monitor in the driver’s seat for that region for the time being.

Eventually, Tesla will get to a point where no monitor is needed, and the vehicles will be able to drive themselves. Many believe that it is a few years away, but Musk believes Tesla could achieve it very soon.

After a video of someone playing Grand Theft Auto in their Cybertruck while operating Full Self-Driving was shared on the social media platform X, Musk said this capability would be available in “probably 3 to 6 months, depending on regulatory approval in your city and state.”

It is important to remember that Musk has been very optimistic regarding autonomy timelines with Tesla projects. We heard for many years that the company would have self-driving vehicles “by the end of the year,” and those projects did not come to fruition.

While there was progress, there were no fully autonomous vehicles or software versions for customers.

With that being said, Tesla has made tremendous strides in its quest for autonomous vehicles this year, and launching a Robotaxi platform was a huge step in the right direction.

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Elon Musk

Tesla rewards CEO Elon Musk with massive, restricted stock package

Tesla announced a new pay package for Elon Musk that is restricted and will award him nearly $30 billion for contributions to the company.

Published

6 hours ago

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August 4, 2025

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Justin Pacheco, Public domain, via Wikimedia Commons

Tesla has rewarded CEO Elon Musk with a massive, restricted stock package that equates to about $29 billion in shares in an effort to retain him as the head of the company.

It is also a package that aims to reward Musk for leading numerous Tesla projects that have brought billions in value for shareholders over the past seven years. After his 2018 pay package was rejected by a Delaware Chancery Court, Musk started to question his future at the company.

This move, performed by a Special Committee of the Tesla Board, should retain him for several years.

On Monday morning, Tesla shared on X that it had approved a recommendation from a Special Committee comprised of Board Chair Robyn Denholm and fellow board member Kathleen Wilson-Thompson. It aimed to compensate Musk for his “extraordinary work” and reward him after not receiving “meaningful compensation” for the last eight years.

The post stated that “Tesla is committed to honoring its promises in the 2018 CEO Performance Award and intends to compensate its CEO for his future services commensurate with his contributions to our company and shareholders, we have recommended this award as a first step, ‘good faith’ payment to Elon.”

The award includes the following:

  • 96 million restricted shares of stock, subject to Elon paying a purchase price upon meeting a two-year vesting term, to be delivered after receipt of antitrust regulatory approval
  • The purchase price will be equal to the split-adjusted exercise price of the stock options awarded to Elon under the 2018 CEO Performance Award ($23.34 per share)
  • A requirement that Elon serve continuously in a senior leadership role at Tesla during the two-year vesting term
  • A pledging allowance to cover tax payments or the purchase price
  • A mandatory holding period of five years from the grant date, except to cover tax payments or the purchase price (with any sales for such purposes to be conducted through an orderly disposition in coordination with Tesla); and
  • If the Delaware courts fully reinstate the 2018 CEO Performance Award, this interim award will be forfeited or returned or a portion of the 2018 CEO Performance Award will be forfeited. To put it simply, there cannot be any “double dip.” Elon will not be able to keep this new award in addition to the options he will be awarded under the 2018 CEO Performance Award, should the courts rule in our favor

The board added:

“The Special Committee believes now is the right time to take decisive action to recognize the extraordinary value that Elon created for Tesla shareholders. As such, the Board (with Elon and Kimbal Musk recusing themselves) has unanimously approved a recommendation from the Special Committee of the Board to grant Elon an award of restricted stock equal to approximately one-third of the compensation he earned under the 2018 CEO Performance Award.”

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Musk and his brother, Kimbal, are both members of the Tesla board. However, both Musk brothers recused themselves from any voting on this pay package.

The move comes as Musk has hinted on several occasions that he is concerned about his control of the company. His current stake in Tesla stands at about 12.8 percent. He has said a few times he would be more comfortable with a 25 percent stake to protect himself against “activist shareholders.”

He commented on it during the Q2 Earnings Call in late July:

“That is a major concern for me, as I’ve mentioned in the past. I hope that is addressed at the upcoming shareholders’ meeting. But, yeah, it is a big deal. I want to find that I’ve got so little control that I can easily be ousted by activist shareholders after having built this army of humanoid robots. I think my control over Tesla, Inc. should be enough to ensure that it goes in a good direction, but not so much control that I can’t be thrown out if I go crazy.”

The pay package should alleviate any concerns that Tesla would lose Musk as its CEO. Retaining him is perhaps the biggest step in ensuring consistent progress is made on several fronts, including AI and Robotics.

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