JA Solar enters into definitive agreement for going private transaction
JA Solar (JASO) announced that it has entered into a definitive agreement and plan of merger with JASO Holdings Limited, JASO Parent Limited, a wholly owned subsidiary of Holdco, and JASO Acquisition Limited, 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 $362.1M.
Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each ordinary share of the company issued and outstanding immediately prior to the Effective Time 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 of the company, representing 5 Shares, will be cancelled in exchange for the right to receive $7.55 in cash without interest.
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 Baofang Jin, chairman and CEO of the company, Jinglong, a British Virgin Islands company of which 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 $160M.
The company’s board, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the board, 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 is currently expected to close during the first quarter of 2018.
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