LDK Solar Co., Ltd. - Asia Europe Clean Energy (Solar) Advisory Co ...
LDK Solar Co., Ltd. - Asia Europe Clean Energy (Solar) Advisory Co ...
LDK Solar Co., Ltd. - Asia Europe Clean Energy (Solar) Advisory Co ...
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options and the ordinary shares underlying the options granted in August 2006 and February 2007 and the fair<br />
value for the options granted after April 1, 2007.<br />
August 1, 2006 Grant<br />
In its assessment of the fair value of our ordinary shares underlying the options granted on August 1,<br />
2006, Sallmanns considered the income approach and the market approach, and used the income approach to<br />
derive the fair value of our ordinary shares.<br />
Under the income approach, value depends on the present worth of future economic benefits to be<br />
derived from the projected income. Indications of value were developed by discounting projected future net<br />
cash flows available for shareholders to their present worth at discount rates which, in the opinion of<br />
Sallmanns, were appropriate for the risks associated with our business. For the income approach, Sallmanns<br />
utilized our projected cash flows through 2011. In considering the appropriate discount rates to be applied,<br />
Sallmanns took into account a number of factors including the then current cost of capital and the risks<br />
inherent in our business, such as our limited operating history, risks associated with the implementation of our<br />
business plan and strategies and the risks and uncertainties inherent in the development of our business as of<br />
the grant dates. Sallmanns used a weighted average cost of capital, or WACC, of 17% given our short<br />
operating history and limited historical financial records.<br />
For the August 1, 2006 grant, Sallmanns considered the income approach and the market approach, and<br />
used the income approach to derive the fair value of our ordinary shares underlying the options granted. In<br />
August 1, 2006, we were unable to identify companies that were directly comparable to us, given our operating<br />
history of less than a year, the nature of our business as a pure wafer manufacturer and our rapid development.<br />
Although there were public companies in solar-energy related industries, the valuation ratios of those<br />
companies vary significantly. Some valuation ratios, such as price-to-earnings ratios, were not available for<br />
some of those companies. As a result, Sallmanns concluded that the historical and projected financial<br />
conditions of these companies were significantly different from one another and that there were no consensus<br />
valuation ratios applicable for purposes of the valuation. As such, Sallmanns did not believe that the market<br />
approach was applicable to us in August 2006.<br />
The fair value of our company was allocated between our Series A preferred shares and our ordinary<br />
shares using the option-pricing model. Under the option-pricing model, the allocation of the equity fair value<br />
was based on the liquidation of Series A preferred shares, anticipated timing of a potential liquidity event, such<br />
as this offering, and estimates of the volatility of the equity securities. The anticipated timing of this offering<br />
was based on the plans of our board of directors and management. The estimate of volatility of the equity<br />
securities was based on the implied volatility of the options of comparable companies that Sallmanns used in<br />
the market approach.<br />
December 19, 2006 Valuation<br />
Sallmanns conducted a valuation of our ordinary shares as of December 19, 2006, the closing date for the<br />
issuance of our Series C preferred shares and determined that the fair value of our ordinary shares was $5.04<br />
per share. See ""Ì Embedded beneficial conversion feature of the convertible instruments.''<br />
February 6, 2007 Grant<br />
For the February 6, 2007 grant, Sallmanns considered the income approach and the market approach.<br />
For the same reasons as described above under ""Ì August 1, 2006 Grant'', Sallmanns did not believe that the<br />
market approach was applicable to us in February 2007 and derived the fair value of our ordinary shares using<br />
the income approach.<br />
Our estimated fair value per ordinary share increased by approximately 58.3% from $5.04 on December<br />
19, 2006 to $7.98 on February 6, 2007. The following is a list of the significant factors and events that<br />
contributed to the increase:<br />
‚ We were able to secure more polysilicon feedstock. Given the constraints in polysilicon supply in the<br />
market, we focused our efforts on securing more polysilicon during the period between December 19,<br />
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