Trina Solar Limited , a global leader in photovoltaic modules, solutions, and services, recently announced that it has entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Fortune Solar Holdings Limited (“Parent”) and Red Viburnum Company Limited (“Merger Sub”), 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 $1.1 billion.
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 of the merger (each a “Share”) will be cancelled and cease to exist in exchange for the right to receive $0.232 in cash without interest, and each American depositary share (each an “ADS”) of the Company, representing 50 Shares, will be cancelled in exchange for the right to receive $11.60 in cash without interest, except for (a) (i) Shares (including Shares represented by ADSs) owned by Mr. Jifan Gao, Chairman and Chief Executive Officer of the Company (“Mr. Gao”) and certain of his affiliates, who will be rolled over in the transaction, (ii) Shares (including Shares represented by ADSs) owned by Parent, Merger Sub, the Company or any of their respective wholly-owned subsidiaries, and (iii) Shares (including Shares represented by ADSs) reserved but not yet allocated by the Company for settlement upon the exercise or vesting of any Company share awards, each of which will be 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or consideration paid therefor, and (b) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the Companies Law of the Cayman Islands (the “Dissenting Shares”), which will be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.
The merger consideration represents a premium of 21.5% to the closing price of the Company’s ADSs on December 11, 2015, the last trading day prior to the Company’s announcement of its receipt of a “going-private” proposal, a premium of 20.2% to the average closing price of the Company’s ADSs during the 90 trading days prior to its receipt of a “going-private” proposal, and a premium of 40.6% to the closing price of the Company’s ADSs on Friday, July 29, 2016, the last trading day prior to the this announcement.
The investor consortium comprises, among others, Mr. Gao, Shanghai Xingsheng Equity Investment & Management Co., Ltd., Shanghai Xingjing Investment Management Co., Ltd., Great Zhongou Asset Management (Shanghai) Co., Ltd., Liuan Xinshi Asset Management Co., Ltd. and/or their respective affiliates.
The Company’s board of directors (the “Board”), acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the “Special Committee”), 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, which is currently expected to close during the the first quarter of 2017, is subject to customary closing conditions including the approval of the Merger Agreement by the affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy at a meeting of the Company’s shareholders convened to consider the approval of the Merger Agreement and the merger. Mr. Gao and his affiliates have agreed to vote all of the Shares and ADSs they beneficially own, which represent approximately 5.5% of the voting rights attached to the outstanding Shares as of the date of the Merger Agreement, in favor of the authorization and approval of the Merger Agreement and the merger. If completed, the merger will result in the Company becoming a privately-owned company and its ADSs will no longer be listed on the New York Stock Exchange.
Citigroup Global Markets Inc. is serving as financial advisor to the Special Committee, and Kirkland & Ellis is serving as U.S. legal counsel to the Special Committee.Duff & Phelps, LLC is serving as financial advisor to the investor consortium, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to the investor consortium.
