JA Solar Holdings Co., Ltd. Announces Completion of Going-Private Transaction
16 Juillet 2018 - 10:40PM
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 the
completion of its merger (the "merger") with JASO Acquisition
Limited ("Merger Sub"), a wholly-owned subsidiary of JASO Parent
Limited ("Parent"), a wholly-owned subsidiary of JASO Holdings
Limited ("Holdco"), pursuant to the agreement and plan of merger
(the "merger agreement") dated November 17, 2017 by and among
Holdco, Parent, Merger Sub and the Company. As a result of the
merger, the Company ceased to be a publicly traded company and
became a wholly-owned subsidiary of Parent.
Under the terms of the merger agreement, each of the Company's
ordinary shares (each a "Share" and collectively, the "Shares")
issued and outstanding immediately prior to the effective time of
the merger, has been cancelled in exchange for the right to receive
$1.51 in cash per Share without interest, and each of the Company's
American depositary shares, each representing 5 Shares (each an
"ADS" and collectively, the "ADSs") issued and outstanding
immediately prior to the effective time of the merger, has been
cancelled in exchange for the right to receive US$7.55 in cash per
ADS without interest, other than (a) certain Shares (including
Shares represented by ADSs) owned by Jinglong Group Co., Ltd.
(“Jinglong”), Chin Tien HUANG, Chi Fung WONG and Pak Wai WONG,
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exercised and not effectively withdrawn or lost their rights to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”, the
corresponding shareholders, "Dissenting Shareholders"), 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. However, if a Dissenting Shareholder does not serve such
notice of dissent, such Dissenting Shareholder is entitled to
receive the Per Share Merger Consideration.
Each registered shareholder as of the effective time of the
merger who is entitled to the merger consideration will receive a
letter of transmittal and instructions from the paying agent on how
to surrender their share certificates (or affidavits and
indemnities of loss in lieu of the share certificates) or
non-certificated shares represented by book entry in exchange for
the merger consideration. Registered shareholders should wait to
receive the letters of transmittal before surrendering their share
certificates. Each Dissenting Shareholders as of the effective time
of the merger will receive a letter of transmittal and instruction
at relevant time promptly after such shareholder has effectively
withdrawn or lost his, her, or its appraisal rights under the
Companies Law of the Cayman Islands. Each registered shareholder
will receive in exchange of the shares or ADSs surrendered a check
in an amount equal to the merger consideration to which such holder
is entitled. Merger consideration is not payable to untraceable
shareholders unless such shareholders properly notify the paying
agent or the depositary of their current contact details prior to
the effective time.
The Company also announced today that it has requested that
trading of its ADSs on The Nasdaq Stock Market (the "NASDAQ") be
suspended as of July 17, 2018 (New York time). The Company
requested NASDAQ to file a notification on Form 25 with the
Securities and Exchange Commission (the "SEC") to delist the
Company's ADSs on the NASDAQ and deregister the Company's
registered securities. The deregistration will become effective in
90 days after the filing of Form 25 or such shorter period as may
be determined by the SEC. The Company intends to suspend its
reporting obligations under the Securities Exchange Act of 1934, as
amended, by filing a Form 15 with the SEC. The Company's
obligations to file with the SEC certain reports and forms,
including Form 20-F and Form 6-K, will be suspended immediately as
of the filing date of the Form 15 and will terminate once the
deregistration becomes effective.
In connection with the merger, Houlihan Lokey is serving as the
financial advisor to the special committee of the board of
directors of the Company (the "Special Committee"). Gibson, Dunn
& Crutcher LLP is serving as the U.S. legal counsel to the
Special Committee.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S.
legal counsel to the investor consortium.
In connection with the loan facility with which the investor
consortium funded the merger, CSI Finance Limited and Credit Suisse
AG, Singapore Branch are acting as mandated lead arrangers and
underwriters for the Buyer Group’s loan facility. Allen & Overy
is serving as legal counsel to the mandated lead arrangers and
underwriters.
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 7.6 GW of solar power
products in 2017. JA Solar is headquartered in Beijing, China, and
maintains production facilities in Shanghai, Hebei, Jiangsu, Inner
Mongolia and Anhui provinces in China, as well as Penang, Malaysia
and Bac Giang, Vietnam.
Safe Harbor and Informational Statements This
press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended, and 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 "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Further information regarding
these and other risks is included in the Company's filings with the
SEC. These forward-looking statements reflect the Company's
expectations as of the date of this press release. You should not
rely upon these forward-looking statements as predictions of future
events. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
For more information, please visit www.jasolar.com.
Contact: The Blueshirt GroupRalph FongPhone: +1
(415) 489-2195Email: ralph@blueshirtgroup.com
JA Solar Holdings Co., Ltd.
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