SUNation Energy Inc (NASDAQ: SUNE) saw its shares surge 165% in premarket trading Monday after the company and U.S. solar cell manufacturer Suniva announced a definitive reverse merger agreement.
Under the terms of the Merger Agreement, Suniva will be merged into a wholly-owned subsidiary of SUNation. The combined company is expected to operate under the Suniva name while retaining SUNation’s Nasdaq listing. The agreement values pre-merger SUNation stockholders' equity at an implied approximately $2.26 per share, an implied premium of about 100% versus SUNE’s most recent closing price.
The two companies said the transaction unites Suniva’s domestic solar cell manufacturing operations with SUNation’s residential and commercial solar installation and service platform. Suniva currently operates a 1 GW nameplate cell facility in Georgia and is expanding capacity by an additional 4.5 GW in Laurens County, South Carolina.
Following closing, ownership of the combined company is expected to be concentrated with pre-merger Suniva stockholders holding approximately 98.2% and pre-merger SUNation stockholders approximately 1.8%, although that 1.8% figure may be adjusted to reflect SUNation’s net cash at closing.
"By bringing together Suniva’s U.S.-based solar cell manufacturing footprint with our high-growth residential, commercial and service businesses in some of the highest electricity-cost markets in the country, we believe we can deliver a unique domestic content offering for customers," said Scott Maskin, Chief Executive Officer of SUNation.
The boards of directors of both companies have approved the transaction. Management teams have set a target closing in the second half of 2026. The completion of the deal is subject to a number of closing conditions, including approvals by each company’s stockholders, the Securities and Exchange Commission declaring effective a Form S-4 registration statement, Nasdaq granting listing clearance and other customary conditions to closing.
After the transaction closes, the combined company’s board of directors is expected to consist of five members, all of whom will be designated by Suniva.
The deal links domestic cell manufacturing capacity with downstream installation and service operations, and it carries the remaining procedural and regulatory steps customary for a transaction of this structure. Market reaction was immediate in premarket trading, as reflected in SUNation’s sizeable jump in share price following the announcement.