JA Solar Holdings Co., Ltd. (Nasdaq:JASO) (“JA Solar” or the
“Company”), one of the world’s largest manufacturers of
high-performance solar power products, today announced that it has
entered into a definitive agreement and plan of merger (the “Merger
Agreement”) with JASO Holdings Limited (“Holdco”), JASO
Parent Limited (“Parent”), a wholly owned subsidiary of Holdco, and
JASO Acquisition Limited (“Merger Sub”), a wholly owned subsidiary
of Parent, pursuant to which the Company will be acquired by an
investor consortium in an all-cash transaction implying an equity
value of the Company of approximately $362.1 million.
Pursuant to the terms of the Merger Agreement,
at the effective time of the merger (the “Effective Time), each
ordinary share of the Company issued and outstanding immediately
prior to the Effective Time (each a “Share”) will be cancelled and
cease to exist in exchange for the right to receive $1.51 in cash
without interest, and each American depositary share (each an
“ADS”) of the Company, representing 5 Shares, will be cancelled in
exchange for the right to receive $7.55 in cash without interest,
except for (a) Shares (including Shares represented by ADSs) owned
by Jinglong Group Co., Ltd. (“Jinglong”), Chin Tien HUANG, Chi Fung
WONG and Pak Wai WONG (together with Jinglong, the “Rollover
Shareholders”), which will be rolled over in the transaction,
cancelled and cease to exist without any conversion thereof or
consideration paid therefor, and (b) Shares held by shareholders
who have validly exercised and not effectively withdrawn or lost
their rights to dissent from the merger pursuant to Section 238 of
the Companies Law of the Cayman Islands (the “Dissenting Shares”),
which will be cancelled and cease to exist in exchange for the
right to receive the payment of fair value of the Dissenting Shares
in accordance with Section 238 of the Companies Law of the Cayman
Islands.
At the Effective Time, each (1) outstanding and
unexercised option (each a “Company Option”) to purchase Shares
under the Company’s share incentive plans will be cancelled, and
each holder of a Company Option (other than the Rollover
Shareholders) will have the right to receive an amount in cash
determined by multiplying (x) the excess, if any, of $1.51 over the
applicable exercise price of such Company Option by (y) the number
of Shares such holder could have purchased (assuming full vesting
of all options) had such holder exercised such Company Option in
full immediately prior to the Effective Time, net of any applicable
withholding taxes, and (2) each restricted share and each
restricted share unit granted under the Company’s share incentive
plans shall be cancelled, and each holder thereof will have right
to receive a cash amount equal to $1.51, net of any applicable
withholding taxes.
The merger consideration represents a premium of
18.2% to the closing price of the Company’s ADSs on June 5, 2017,
the last trading day prior to the Company’s announcement of its
receipt of a revised “going-private” proposal, and a premium of
17.2% to the average closing price of the Company’s ADSs during the
3-month period prior to its receipt of a revised “going-private”
proposal.
The Buyer Group comprises Mr. Baofang Jin,
chairman and chief executive officer of the Company, Jinglong, a
British Virgin Islands company of which Mr. Baofang Jin is the sole
director, and/or its affiliates, and the other Rollover
Shareholders.
The Buyer Group intends to fund the merger with
a combination of debt and equity. The Buyer Group has delivered an
executed debt commitment letter to the Company pursuant to which
CSI Finance Limited, Credit Suisse AG, Singapore Branch and certain
other parties will provide, subject to the terms and conditions set
forth therein, a loan facility to fund the merger in the amount of
US$160 million.
The Company’s board of directors (the “Board”),
acting upon the unanimous recommendation of a committee of
independent and disinterested directors established by the Board
(the “Special Committee”), approved the Merger Agreement and the
merger and resolved to recommend that the Company’s shareholders
vote to authorize and approve the Merger Agreement and the merger.
The Special Committee negotiated the terms of the Merger Agreement
with the assistance of its financial and legal advisors.
The merger, which is currently expected to close
during the first quarter of 2018, is subject to customary closing
conditions including the approval of the Merger Agreement by the
affirmative vote of holders of Shares representing at least
two-thirds of the voting power of the Shares present and voting in
person or by proxy at a meeting of the Company’s shareholders
convened to consider the approval of the Merger Agreement and the
merger. The Buyer Group and the Rollover Shareholders have agreed
to vote all of the Shares and ADSs they beneficially own, which
represent approximately 25.7% of the voting rights attached to the
outstanding Shares as of the date of the Merger Agreement, in favor
of the authorization and approval of the Merger Agreement and the
merger. If completed, the merger will result in the Company
becoming a privately-owned company and its ADSs will no longer be
listed on the Nasdaq Global Select Market.
Houlihan Lokey is serving as financial advisor
to the Special Committee, and Gibson, Dunn & Crutcher LLP is
serving as U.S. legal counsel to the Special Committee, and Conyers
Dill & Pearman is serving as Cayman legal counsel to the
Special Committee.
Skadden, Arps, Slate, Meagher & Flom LLP is
serving as U.S. legal counsel to the Buyer Group.
Additional Information about the Transaction
The Company will furnish to the U.S. Securities
and Exchange Commission a report on Form 6-K regarding the merger,
which will include as an exhibit thereto the Merger Agreement. All
parties desiring details regarding the merger are urged to review
these documents, which will be available at the SEC’s website
(http://www.sec.gov).
In connection with the merger, the Company will
prepare and mail a proxy statement to its shareholders. In
addition, certain participants in the merger will prepare and mail
to the Company’s shareholders a Schedule 13E-3 transaction
statement that will include the proxy statement. These documents
will be filed with or furnished to the SEC. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS. In
addition to receiving the proxy statement and Schedule 13E-3
transaction statement by mail, shareholders also will be able to
obtain these documents, as well as other filings containing
information about the Company, the merger and related matters,
without charge, from the SEC’s website (http://www.sec.gov) or at
the SEC’s public reference room at 100 F Street, NE, Room 1580,
Washington, D.C. 20549.
The Company and certain of its directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be “participants” in the
solicitation of proxies from the Company’s shareholders with
respect to the merger. Information regarding the persons who may be
considered “participants” in the solicitation of proxies will be
set forth in the proxy statement and Schedule 13E-3 transaction
statement relating to the merger when it is filed with the SEC.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and Schedule
13E-3 transaction statement and the other relevant documents filed
with or furnished to the SEC when they become available.
This announcement is neither a solicitation of a
proxy, an offer to purchase nor a solicitation of an offer to sell
any securities and it is not a substitute for any proxy statement
or other filings that may be made with the SEC in connection with
the merger.
About JA Solar Holdings Co., Ltd.
JA Solar Holdings Co., Ltd. is a leading
manufacturer of high-performance solar power products that convert
sunlight into electricity for residential, commercial, and
utility-scale power generation. The Company is one of the world’s
largest producers of solar power products. Its standard and
high-efficiency product offerings are among the most powerful and
cost-effective in the industry. The Company distributes products
under its own brand and also produces on behalf of its clients. The
Company shipped 5.2 GW of solar power products in 2016. JA Solar is
headquartered in Beijing, China, and maintains production
facilities in Shanghai, Hebei, Jiangsu and Anhui provinces in
China, as well as Penang, Malaysia and Hanoi, Vietnam.
Safe Harbor Statement
This announcement contains forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact in this announcement are
forward-looking statements, which may include but are not limited
to, the Company’s ability to raise additional capital to finance
its activities; the effectiveness, profitability and marketability
of its products; the future trading of the securities of the
Company; the Company’s ability to operate as a public company; the
period of time for which the Company’s current liquidity will
enable the Company to fund its operations; general economic and
business conditions; demand in various markets for solar products;
the volatility of the Company’s operating results and financial
condition; the Company’s ability to attract or retain qualified
senior management personnel and research and development staff; and
other risks detailed in the Company’s filings with the SEC.
Forward-looking statements can be identified by terminology such as
“if,” “will,” “expected” and similar statements. These
forward-looking statements involve known and unknown risks and
uncertainties and are based on current expectations, assumptions,
estimates and projections about the Company and the industry in
which the Company operates. Risks, uncertainties and assumptions
include: uncertainties as to how the Company’s shareholders will
vote at the meeting of shareholders; the possibility that competing
offers will be made; the possibility that financing may not be
available; the possibility that various closing conditions for the
transaction may not be satisfied or waived; and other risks and
uncertainties discussed in documents filed with the SEC by the
Company, as well as the Schedule 13E-3 transaction statement and
the proxy statement to be filed by the Company. You should not rely
upon these forward-looking statements as predictions of future
events. The Company undertakes no obligation to update
forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be
required by law. Although the Company believes that the
expectations expressed in these forward looking statements are
reasonable, it cannot assure you that such expectations will turn
out to be correct, and the Company cautions investors that actual
results may differ materially from the anticipated results.
For more information, please visit
www.jasolar.com.
CONTACT:
The Blueshirt GroupGary Dvorchak, CFAPhone: +1
(323) 240-5796Email: gary@blueshirtgroup.com
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