ZHONGSHAN, China, Nov. 1, 2015 /PRNewswire/ -- China Ming Yang
Wind Power Group Limited ("Ming
Yang" or the "Company") (NYSE: MY), a leading wind energy
solution provider in China, today
announced that its Board of Directors (the "Board") has received a
preliminary non-binding proposal letter, dated November 2, 2015, from its Chairman and Chief
Executive Officer, Mr. Chuanwei
Zhang ("Mr. Zhang"), to acquire all of the outstanding
ordinary shares of the Company not already beneficially owned by
Mr. Zhang in a "going-private" transaction (the "Transaction") for
US$ 2.51 per American Depository
Share or ordinary share in cash. Mr. Zhang currently
beneficially owns approximately 33% of the issued and outstanding
ordinary shares of the Company.
According to the proposal letter, Mr. Zhang intends to finance
the Transaction with a combination of debt and equity capital. A
portion of the equity financing would be provided from Mr. Zhang's
existing shareholdings in the Company and Mr. Zhang expects the
remainder of the financing to be provided by third party debt and
equity financing sources and certain shareholders of the
Company. A copy of the proposal letter is attached as Annex A
to this press release.
The Company's Board of Directors will form a special committee
which will consist of all independent directors (the "Special
Committee") to evaluate the Transaction. The Special Committee,
once formed, is expected to retain advisors, including an
independent financial advisor and legal counsel, to assist it in
its work. 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. The Company
does not undertake any obligation to provide any updates with
respect to this or any other transaction, except as required under
applicable law.
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
Ricky Ng
+86-760-2813-8698
ir@mywind.com.cn
http://ir.mywind.com.cn
CONFIDENTIAL
November 2, 2015
The Board of Directors (the "Board")
China Ming Yang Wind Power Group Limited
Jianye Road, Mingyang Industry Park
National Hi-Tech Industrial Development Zone
Zhongshan, Guangdong
People's Republic of China
Dear Members of the Board:
I, Chuanwei Zhang, the founder,
chairman and chief executive officer of China Ming Yang Wind Power
Group Limited (the "Company"), am pleased to submit this
preliminary non-binding proposal to acquire all of the outstanding
ordinary shares of the Company not already beneficially owned by me
(the "Excluded Shares") in a going private transaction (the
"Transaction"). My proposed purchase price is US$ 2.51 per American Depository Share ("ADS",
with each ADS representing 1 ordinary share of the Company) or
ordinary share, in cash, on the key terms described below. I
beneficially own approximately 33% of the issued and outstanding
ordinary shares and voting power of the Company.
My proposal provides an opportunity for the Company's
shareholders to realize superior value, and represents a premium of
approximately 20% to the volume-weighted average closing price of
the ADSs during the last 30 trading days. I am confident that
the Transaction can be closed on an expedited basis as outlined in
this letter.
The key terms of my proposal are set forth below.
1. Purchase Price. My proposed consideration payable
for each ADS and each ordinary share, in each case excluding the
Excluded Shares, is US$ 2.51 per ADS,
in cash, based on the Company's share capital set forth in the
Company's public filings.
2. Financing. I intend to finance the Transaction
with a combination of debt and equity capital. A portion of the
equity financing would be provided from my existing share holdings
in the Company. I expect the remainder of the financing to be
provided by third party debt and equity financing sources and
certain shareholders of the Company. I will be discussing the
Transaction with such financing sources and may make agreements
with them relating to possible investments in the
Transaction. I expect to secure commitments for required
equity and debt financing, subject to the terms and conditions set
forth therein, when Definitive Agreements (as defined below) are
executed.
3. Due Diligence. I have engaged Simpson Thacher
& Bartlett LLP as my international legal counsel. I believe
that I will be in a position to complete customary commercial,
legal, financial and accounting due diligence for the Transaction
in a timely manner and in parallel with our discussions on the
Definitive Agreements. In connection with such due diligence, I
would like to ask the Board to approve the provision of
confidential information relating to the Company and its business
to me and to possible sources of debt and equity financing under a
customary form of confidentiality agreement which will be provided
under separate cover.
4. Definitive Agreements. I am prepared to promptly
negotiate and finalize definitive agreements (the "Definitive
Agreements") in respect of the Transaction. These agreements will
provide for representations, warranties, covenants and conditions
which are typical, customary and appropriate for transaction of
this type.
5. Process. Given my involvement in the Transaction,
I believe it is prudent and in the best interests of the Company
for the Company's Board to establish a special committee of
independent directors to consider the Transaction (the "Special
Committee"). I also expect that the Special Committee would retain
independent advisors, including an independent financial advisor,
to assist it in its work.
In considering my offer, you should be aware that I am
interested only in acquiring the outstanding ordinary shares of the
Company that I do not already beneficially own, and that I do not
intend to sell my stake in the Company to a third party.
6. Confidentiality. I trust you will agree
that it is in all of our interests to ensure that we proceed in a
confidential manner, unless otherwise required by law, until we
have executed the Definitive Agreements. Until a confidentiality
agreement is signed, any written news releases by the Company or me
pertaining to the Transaction shall be reviewed and approved by the
Company and myself prior to their release, subject to any
requirements of law.
7. No Binding Commitment. This letter constitutes
only a preliminary indication of the key terms of my proposal, and
does not constitute any binding commitment with respect to the
Transaction. Any such commitment will be contained only in the
Definitive Agreements and on the terms provided therein.
I will be very focused on completing the Transaction and hope
that you are interested in promptly proceeding in a manner
consistent with my proposal. I believe that the Transaction will
provide a compelling opportunity for the Company's shareholders to
realize superior value on an expedited timeframe with a high degree
of certainty of closing.
Should you have any questions concerning this proposal, please
feel free to contact me at any time. I look forward to hearing from
you.
[Signature
page follows]
Sincerely,
/s/Chuanwei
Zhang
Chuanwei
Zhang
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SOURCE China Ming Yang Wind Power Group Limited