CARLSTADT, N.J., Sept. 22, 2014 /PRNewswire/ -- Jinpan
International Limited (Nasdaq: JST), a leading designer,
manufacturer, and distributor of cast resin transformers, today
announced that its Board of Directors has received a preliminary,
non-binding proposal letter dated September
21, 2014 from Li Zhiyuan, the Company's Chairman of the
Board of Directors, President, and Chief Executive Officer and FNOF
E&M Investment Limited (collectively, with Mr. Li, the "Buyer
Parties"), to acquire all of the outstanding common shares of the
Company not currently owned by the Buyer Parties in a going private
transaction for $8.80 per common
share, subject to certain conditions.
According to the proposal letter, an acquisition vehicle will be
formed for the purpose of completing the acquisition, and the
acquisition is intended to be financed through a combination of
debt and equity capital. Equity financing will be provided by the
Buyer Parties in the form of cash. Debt financing will be primarily
provided by third party financial institutions. Please refer
to the enclosed Exhibit A for a copy of the proposal letter.
The Company expects that its board of directors will form a
special committee consisting of independent directors (the
"Independent Committee") to consider this proposal. The Company
also expects that the Independent Committee will retain a financial
advisor and legal counsel to assist it in its work. The Company
cautions its shareholders and others considering trading in its
securities that the board just received the non-binding proposal
and no decision has been made with respect to the Company's
response to the proposal. There can be no assurance that any
definitive offer will be made, that any agreement will be executed
or that this or any other transaction will be approved or
consummated.
About Jinpan International Limited
Jinpan International Limited (NASDAQ: JST) designs,
manufactures, and markets electrical control and distribution
equipment used in demanding industrial applications, utility
projects, renewable energy installations, and infrastructure
projects. Major products include cast resin transformers, VPI
transformers and reactors, switchgears, and unit substations.
Jinpan serves a wide range of customers in China and reaches international markets as a
qualified supplier to leading global industrial electrical
equipment manufacturers. Jinpan is one of the largest manufacturers
of cast resin transformers in China by production capacity. Jinpan's four
manufacturing facilities in China
are located in the cities of Haikou, Wuhan, Shanghai and Guilin. The Company was founded
in 1993. Its principal executive offices are located in
Haikou, Hainan, China and its United States office is based in Carlstadt, New Jersey. For more information,
visit www.jinpaninternational.com.
Safe Harbor Provision
This press release contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
based on management's current expectations and observations and
involve known and unknown risks, and uncertainties or other factors
not under the Company's control, which may cause actual results,
performance or achievements of the company to be materially
different from the results, performance or other expectations
implied by these forward-looking statements. These factors are
listed from time-to-time in our filings with the Securities and
Exchange Commission, including, without limitation, our Annual
Report on Form 20-F for the period ended December 31, 2013 and our subsequent reports on
Form 6-K. Except as required by law, we are not under any
obligation, and expressly disclaim any obligation, to update or
alter any forward-looking statements, whether as a result of new
information, future events or otherwise.
Exhibit A
September 21, 2014
The Board of Directors
Jinpan International Limited
No. 168 Nanhai Avenue (Building No. 7)
Haikou Free Trade Zone
Haikou, Hainan Province, PRC
Dear Sirs:
Zhiyuan Li, Chairman and Chief
Executive Officer of Jinpan International Limited (the
"Company") ("Mr. Li" or the "Chairman"), and
FNOF E&M Investment Limited ("FNOF", together with the
Chairman, the "Buyer Group", "we" or "us"),
are pleased to submit this preliminary non-binding proposal to
acquire all of the outstanding shares of the Company not already
owned by us in a going private transaction (the
"Acquisition").
We believe that our proposal provides a very attractive
opportunity to the Company's shareholders. Our proposal represents
a premium of 27% to the Company's closing price on September 19, 2014 and a premium of 27% and 32%
to the volume-weighted average closing price during the last 30 and
60 trading days, respectively. We are confident that the
Acquisition can be closed on a highly expedited basis as outlined
in this letter.
1. The Acquisition. The Buyer Group intends to form an
acquisition vehicle for the purpose of implementing the
Acquisition. The Acquisition will be in the form of a merger of the
Company with the acquisition vehicle. You should be aware that the
Chairman who owns common shares of the Company is interested only
in pursuing this Acquisition and is not interested in selling his
shares in any other transaction involving the Company.
2. Purchase Price. Based on the information available to us, we
are prepared to pay US$8.80 in cash
per common share in the Acquisition, in each case other than for
shares held by the Buyer Group that may be rolled over to the
surviving company of the Acquisition.
3. Closing Certainty and Funding. We believe that we offer a
high degree of closing certainty and are well positioned to
negotiate and complete the proposed Acquisition on an expedited
basis. We intend to finance the proposed Acquisition with a
combination of debt and equity capital and we expect definitive
commitments for the required debt and equity funding, subject to
terms and conditions set forth therein, to be in place when the
Definitive Agreements (as defined below) are signed.
4. Due Diligence. We have engaged Citigroup Global Markets Inc.
as financial advisor and Skadden, Arps, Slate, Meagher & Flom
LLP as international legal counsel to the Buyer Group,
respectively. We and our advisors have significant experience in
structuring and consummating transactions of this nature. We expect
to complete due diligence on a highly expedited basis, and are
prepared and ready to engage in the next stage of discussions.
5. Definitive Agreements. We are prepared to promptly negotiate
and finalize mutually satisfactory definitive agreements with
respect to the Acquisition and related transactions (the
"Definitive Agreements"). The Definitive Agreements will
provide for representations, warranties, covenants and conditions
which are typical, customary and appropriate for transactions of
this type.
6. Process. We recognize that the Company's Board of Directors
(the "Board") will evaluate the Acquisition independently
before it can make its determination to endorse it. Given the
involvement of Mr. Li in the Acquisition, we appreciate that the
independent members of the Board will proceed to consider the
proposed Acquisition and that Mr. Li and his affiliates will recuse
themselves from participating in any Board deliberations and
decisions related to the Acquisition.
7. Confidentiality. We are sure you will agree that until we
have executed Definitive Agreements or terminated our discussions,
it is in all parties' interests to ensure that we proceed in a
strictly confidential manner, unless otherwise required by law.
8. About FNOF. FNOF E&M Investment Limited is a special
purpose vehicle established by FNOF GP Limited, the general partner
of a private equity fund managed by a group of experienced
investment professionals. These fund managers have successfully
completed several going private transactions involving China-based US-listed issuers in recent years,
and the market valuation of these privatized companies exceeded, in
aggregate, US$ 450 million.
9. No Binding Commitment. This letter constitutes only a
preliminary indication of our interest, and does not constitute any
binding commitment with respect to the Acquisition. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in
such documentation.
In closing, each of us would like to personally express our
commitment to working together to bring this Acquisition to a
successful and timely conclusion. Should you have any questions
regarding this proposal, please do not hesitate to contact Mr. Li
at 201 460 8778 or Lizy@jst.com.cn or Mr. Kevin Song of FNOF at (86)755 8302 4045 or
Kevin.Song@forebrightcapital.com at any time. We look forward to
speaking with you.
/s/ Zhiyuan Li
/s/ Authorized Signatory
FNOF E&M Investment Limited
SOURCE Jinpan International Limited