UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 6-K
______________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For
the month of September 2014
Commission
File Number: 1-14742
JINPAN INTERNATIONAL LIMITED
(Translation
of registrant’s name into English)
c/o Hainan Jinpan Electric Company,
Ltd
No. 168 Nanhai Avenue (Building No. 7),
Haikou Free Trade Zone
Haikou, Hainan, People’s Republic of China
(Address of principal executive
offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): 82-____________
Attached hereto as Exhibit 1 and incorporated by reference herein
is a press release of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 22, 2014 |
JINPAN INTERNATIONAL LIMITED |
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By: |
Mark Du |
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Name: Mark Du |
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Title: Chief Financial Officer |
Exhibit 1
Jinpan International Limited Announces Receipt
of “Going Private” Proposal at $8.80 Per Share
Carlstadt, N.J., September 22, 2014
- 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.
Investor Contact Information:
At Jinpan International Limited:
Mark Du
Chief Financial Officer
(201) 460-8778 |
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At Tobin Tao & Company, Inc.:
Mark Tobin
(949) 870-9778
jinpan@tobintao.com |
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.
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Zhiyuan Li |
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![](t80320001.jpg) |
[Proposal
Letter Signature Page]
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FNOF E&M Investment Limited
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![](t80320002.jpg)
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Name: |
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Title: Authorized Signatory |
[Proposal
Letter Signature Page]
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