CARLSTADT, N.J., April 18, 2016 /PRNewswire/ -- Jinpan
International Limited (Nasdaq: JST), a leading designer,
manufacturer, and distributor of cast resin transformers, today
announced the completion of the merger contemplated by the
previously announced agreement and plan of merger dated as of
January 24, 2016 (the "Merger
Agreement"), by and among the Company, FNOF E&M Investment
Limited ("Parent") and Silkwings Limited. As a result of the
merger, the Company became a wholly owned subsidiary of Parent.
Under the terms and conditions of the Merger Agreement, which
was approved by the Company's shareholders at an general meeting
held on April 18, 2016, each of the
Company's common shares issued and outstanding immediately prior to
the effective time of the merger has been cancelled in exchange for
the right to receive US$6.00 per
share in cash and without interest, except for the excluded shares
(the "Excluded Shares"), which include (i) common shares
beneficially owned by Mr. Zhiyuan
Li, Chief Executive Officer of the Company, and Ms.
Yuqing Jing, his wife and the
Secretary of the Company, (ii) common shares owned by holders of
common shares who have validly exercised and not effectively
withdrawn or lost their appraisal rights pursuant to Section 179 of
the BVI Companies Act, 2004, as amended ("Dissenting Shares"), and
(iii) common shares owned by the Company or any direct or indirect
wholly-owned subsidiary of the Company. Each Excluded Share (other
than the Dissenting Shares) issued and outstanding immediately
prior to the effective time of the merger, by virtue of the merger
and without any action on the part of its holder, were cancelled
and ceased to exist as of the effective time of the merger, and no
consideration will be delivered with respect thereto.
Registered shareholders and holders of common shares entitled to
the merger consideration will receive a letter of transmittal and
instructions from American Stock Transfer & Trust Company, LLC
("AST"), the paying agent appointed by Parent, on how to surrender
their share certificates in exchange for the merger consideration
and should wait to receive the letter of transmittal before
surrendering their certificates.
The Company also announced today that it requested that trading
of its common stock on the NASDAQ Global Select Market ("NASDAQ")
be suspended beginning at the close of business on April 18, 2016 (Eastern time). The Company
requested that NASDAQ file a Form 25 with the U.S. Securities and
Exchange Commission (the "SEC") notifying the SEC of the delisting
of its common shares and the deregistration of the Company's
registered securities. The deregistration will become effective 90
days after the filing of the 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 in 10 days. The Company's
obligation 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.
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, 2014 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.
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SOURCE Jinpan International Limited
