NEW YORK May 2 French energy company Total SA (TOTF.PA) agreed that for the first two years of their deal it can only expand its planned majority investment in SunPower Corp SPWRA.O to full ownership at the solar company's invitation.
SunPower said in a filing with the Securities and Exchange Commission on Monday that during that period, Total could launch an offer to buy all of SunPower only if the U.S. company's independent directors invite and approve the offer.
Total offered to pay $1.37 billion last week for up to 60 percent of SunPower.
At the end of that period, the French company can launch an offer through the end of 2014 to buy the rest of SunPower with the approval of those directors only.
Beginning in 2015, Total can try to buy the rest of the solar company if it complies with certain obligations, including giving 120 days written notice to Sunpower and making its own designees "reasonably available for negotiation."
Outside of those scenarios, Total has agreed not to do any deal that would bring its ownership in the company above 63 percent for the first two years, 66.7 percent through the end of 2014, and 70 percent thereafter. (Reporting by Michael Erman, editing by Bernard Orr)