ZHONGSHAN, China, May 18, 2015
/PRNewswire/ -- China Ming Yang Wind Power Group Limited
("Ming Yang") (NYSE: MY), a
leading wind energy solution provider in China, today announced that Ming Yang has entered into share purchase
agreements ("SPAs") on May 18, 2015
pursuant to which it has acquired a 99% stake in China Smart Electric Group Limited
("China Smart"), a Cayman Islands company. China Smart owns all of the equity interest in
Wise Renergy Holdings Limited, a Hong
Kong company, which in turn owns all of the equity interests
in mainland China-based subsidiaries, Tianjin REnergy Electrical
Co., Ltd. and Tianjin Ruiyuan Electrical Co., Ltd. (all such
Renergy entities are collectively referred to as "RENergy"). The
closing of the acquisition of the 99% interest in China Smart is expected to occur on or about
May 20, 2015. Ming Yang expects to acquire the remaining 1%
stake in RENergy in the near future.
In exchange for a 100% stake in RENergy, Ming Yang will pay a total purchase
consideration of approximately RMB925.4
million (US$149 million at the
exchange rate of RMB6.2048 to
US$1.00). This consideration will be
paid in a combination of cash and newly issued shares in
Ming Yang. The cash portion of the
purchase consideration will comprise RMB300
million (US$48.3 million),
with 60% of this amount to be paid within three months, 20% to be
paid within six months, and the remaining 20% to be paid within
twelve months, from May 18, 2015. The
share portion of the purchase consideration will comprise
28,861,709 ordinary shares in Ming
Yang which are to be newly issued at US$3.49 per ordinary share, representing a
premium of 5.9%, 14.5% and 19.6%, respectively, compared with the
30, 60 and 90 trading days volume-weighted average price of
Ming Yang's American Depositary
Shares, each representing one ordinary share of Ming Yang, as of May 15,2015.
Ms. Ling Wu, who is the wife of
Mr. Chuanwei Zhang, Ming Yang's Chairman and Chief Executive
Officer, is one of a group of sellers who have agreed to sell to
Ming Yang certain entities holding
the shares in China Smart. Mr.
Chuanwei Zhang declared his material
interest in the acquisition to Ming
Yang's Board of Directors (the "Board"). The Audit Committee
of the Board evaluated and approved the acquisition of RENergy, and
recommended that Ming Yang undertake
and consummate the acquisition. Upon full payment of the purchase
consideration by Ming Yang, Ms.
Ling Wu will receive 20,539,306
ordinary shares in Ming Yang and
RMB213,493,658 in cash.
RENergy is engaged in the manufacture, sale, research and
development of electrical system equipment. It is China's largest
supplier of core components for wind turbine generators ("WTG"),
including components such as main control systems, pitch control
systems and converters. RENergy is the only company in China that provides total electrical control
solutions by offering and integrating the three core components of
the electrical control system. It has a team of over 550 staff
based at its headquarters in Tianjin and in two nearby production plants.
Of this team of personnel, approximately 30% are focused on
research and development. With nine trademarks and over 130
patents, RENergy is the first China-based company to have
proprietary core control technology relevant to electrical control
systems.
RENergy historically has been one of Ming Yang's major suppliers, and has been
considered and treated as a related party of Ming Yang. In 2014, RENergy supplied
RMB794.4 million (US$128.0 million) worth of components to
Ming Yang, representing 87.1% of
Ming Yang's aggregate amount of
related party transactions involving purchases of raw materials.
Following Ming Yang's acquisition of
RENergy, Ming Yang will consolidate
the results of RENergy and Ming
Yang's financial statements will no longer include related
party transactions involving purchases of raw materials from
RENergy.
The acquisition is expected to create significant synergies
between Ming Yang and RENergy. Upon
completion of the acquisition, Ming
Yang, one of the world's largest wind turbine manufacturers,
will integrate RENergy's patented electrical control system
technologies into Ming Yang's
existing product offerings, allowing Ming
Yang to evolve further to become a provider of comprehensive
wind energy solutions and to address a wider range of its
customers' requirements. For instance, Ming
Yang will be able to provide services to upgrade wind farms
in order to generate more electricity and to reduce overall costs
of generating electricity borne by customers in different locations
and under different weather conditions. Furthermore, the
versatility of RENergy and its offerings are poised to extend the
scope of services that Ming Yang can
provide, thereby enabling Ming Yang
to offer services that add value on the basis of big data and to
develop smart energy systems and control systems with remote
access. Accordingly, the acquisition is expected to result not only
in lower costs for customers by consolidating both companies'
procurement and research and development processes, but it also is
expected to help Ming Yang deploy
capital more efficiently, improve the overall quality of its
products, and boost customer satisfaction.
Mr. Chuanwei Zhang, Chairman and
Chief Executive Officer of Ming
Yang, commented "The acquisition of RENergy marks a
milestone in our transition to become a technology-driven,
service-centric provider of comprehensive wind energy solutions. We
are proud to announce that, as a result of this acquisition, in
addition to developing WTG model designs, Ming Yang is expected to be capable of
developing all major WTG components in-house, including blades,
offshore super compact drive solutions and electrical control
systems. Unlike most WTG manufacturers that rely solely on external
suppliers for the manufacture, research and development of core
components, we are delighted to be different by gaining control
over our upstream electrical system supplies by acquiring RENergy,
a leading player in this segment. RENergy's product line of wind
turbine control and monitoring systems fits perfectly with our
existing offerings, and going forward we believe that we will be
able to harness significant business synergies to generate further
value for shareholders."
Mr. Lijun Hou, General Manager of
RENergy, added "We are extremely pleased that Ming Yang, a leader in the wind energy segment,
recognizes the value of our business, and we are very glad to
become part of Ming Yang's ongoing
transition into a global provider of comprehensive wind energy
solutions. We believe that Ming
Yang's extensive customer base and well-established brand
name will allow us to expand our business around the world, and we
appreciate the opportunities that this acquisition will help bring
to the table."
Duff & Phelps, LLC and Akin Gump Strauss Hauer & Feld
LLP represented the Audit Committee of Ming
Yang on the acquisition as its financial advisor and legal
advisor, respectively. Simpson Thacher & Bartlett LLP and King
& Wood Mallesons represented Ming
Yang on the acquisition.
For details of the transaction, please refer to a presentation
titled "Acquisition of RENergy" will be posted on Ming Yang's investor relations website before
22nd May at http://ir.mywind.com.cn.
About China Ming Yang Wind Power Group Limited
China Ming Yang Wind Power Group Limited (NYSE: MY) is a leading
wind energy solution provider in China, focusing on designing, manufacturing,
selling and servicing megawatt-class wind turbines, including
cutting-edge SCD (Super Compact Drive) solutions, and providing
post-sales value-added maintenance and technology upgrade services
to wind farm owners. Ming Yang
cooperates with aerodyne Energiesysteme, one of the world's leading
wind turbine design firms based in Germany, to co-develop wind turbines. In terms
of newly installed capacity, Ming
Yang was a top 10 wind turbine manufacturer worldwide and
the largest non-state owned wind turbine manufacturer in
China in 2014.
For more information, please visit Ming
Yang's investor relations website at
http://ir.mywind.com.cn.
Safe Harbor Statement
This press release contains forward-looking statements. These
statements constitute "forward-looking" statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "will," "to be," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates," "target," "goal," "strategy" and similar statements.
Such statements are based upon management's current expectations
and current market and operating conditions, and relate to events
that involve known or unknown risks, uncertainties and other
factors, all of which are difficult to predict and many of which
are beyond Ming Yang's control,
which may cause Ming Yang's actual
results, performance or achievements to differ materially from
those in the forward-looking statements. Actual results or events
may differ from those anticipated or predicted in this press
release, and the differences may be material. Further information
regarding these and other risks, uncertainties or factors is
included in Ming Yang's filings with
the U.S. Securities and Exchange Commission. Ming Yang does not undertake any obligation to
update any forward-looking statement as a result of new
information, future events or otherwise, except as required under
applicable law.
For investor and media inquiries, please contact:
Investor and Media Contacts:
China Ming Yang Wind Power Group Limited
Johnson Zhang
+86-760-2813-8898
ir@mywind.com.cn
http://ir.mywind.com.cn
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SOURCE China Ming Yang Wind Power Group Limited