ZHONGSHAN, China, Feb. 3, 2016 /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 it has entered into a definitive merger agreement (the "Merger Agreement") on February 2, 2016 pursuant to which the Company will be acquired by a consortium of investors (the "Buyer Consortium"), including Mr. Chuanwei Zhang , the Chairman and Chief Executive Officer of the Company, in an all-cash transaction which values the Company's equity at approximately US$408 million.
Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each of the Company's ordinary shares, par value US$0.001 per share, issued and outstanding immediately prior to the effective time of the merger (the "Shares") will be cancelled and cease to exist in exchange for the right to receive US$2.51 in cash without interest, and each American Depositary Share ("ADS") of the Company, every ADS representing one Share, will be cancelled in exchange for the right to receive US$2.51 in cash without interest, except for (a) certain Shares (including Shares represented by ADSs) owned by Mr. Chuanwei Zhang and certain affiliates and certain other existing shareholders of the Company, which will be rolled over in the transaction, and (b) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the Companies Law of the Cayman Islands (the "Dissenting Shares"), which will be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. Shares reserved (but not yet allocated) by the Company for issuance and allotment upon exercise of any share incentive awards issued under the Company's employee share incentive plans will be cancelled for no consideration at the effective time of the merger.
The merger consideration represents a premium of 13.1% to the closing price of the Company's ADSs on October 30, 2015, the last trading day prior to the Company's announcement of its receipt of a "going-private" proposal, and a premium of 19.3% to the volume-weighted average closing price of the Company's ADSs during the 30 trading days prior to its receipt of a "going-private" proposal. The investor consortium includes Mr. Chuanwei Zhang and certain of his affiliates, Dajun Guangcheng (Shanghai) Capital Fund I, L.P. and Guangzhou Huifu Kaile Investment (L.P.).
The consortium intends to fund the merger through a combination of cash contributions from the investors pursuant to equity commitment letters in an amount of US$124 million, and debt financing in an amount up to US$106 million, pursuant to a debt commitment letter provided by China Construction Bank Guangdong Branch.
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 independent financial and legal advisors.
The merger, which is currently expected to close during the first half of 2016, is subject to customary closing conditions including the approval of the Merger Agreement by an 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 which will be convened to consider the approval of the merger agreement and the merger. Mr. Chuanwei Zhang and certain rollover shareholders have agreed to vote all of the Shares they beneficially own, which represent approximately 44% 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-held company and its ADSs will no longer be listed on the New York Stock Exchange.
The Company will prepare and file with the U.S. Securities and Exchange Commission (the "SEC") a Schedule 13E-3 transaction statement, which will include a proxy statement of the Company. The Schedule 13E-3 will include a description of the Merger Agreement and contain other important information about the merger, the Company and the other participants in the merger.
In connection with the merger, Duff & Phelps Securities, LLC is serving as financial advisor to the Special Committee; Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to the Special Committee; Maples and Calder is serving as Cayman Islands legal counsel to the Special Committee; Commerce & Finance Law Offices is serving as PRC legal counsel to the Special Committee; and Fenwick & West LLP is serving as U.S. legal counsel to the Company.
Simpson, Thacher & Bartlett LLP is serving as U.S. legal counsel to the Buyer Consortium; Jun He Law Offices is serving as PRC legal counsel to the Buyer Consortium; and Travers, Thorp Alberga is serving as Cayman Islands legal counsel to the Buyer Consortium.
Additional Information about the Transaction
In connection with the merger, the Company will prepare and mail a proxy statement that will include a copy of the Merger Agreement to its shareholders. In addition, certain participants in the merger will prepare and mail to the Company's shareholders a Schedule 13E-3 transaction statement that will include the proxy statement. These documents will be filed with or furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND RELATED MATTERS. In addition to receiving the proxy statement and Schedule 13E-3 transaction statement by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the merger and related matters, without charge, from the SEC's website (http://www.sec.gov) or at the SEC's public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these documents can be obtained, without charge, by contacting the Company at the following address and/or phone number:
Jianye Road, Mingyang Industry Park
National Hi-Tech Industrial Development Zone
Zhongshan, Guangdong 528437
People's Republic of China
The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be "participants" in the solicitation of proxies from the Company's shareholders with respect to the merger. Information regarding the persons or entities who may be considered "participants" in the solicitation of proxies will be set forth in the proxy statement and Schedule 13E-3 transaction statement relating to the merger when it is filed with the SEC. Additional information regarding the interests of such potential participants will be included in the proxy statement and Schedule 13E-3 transaction statement and the other relevant documents filed with the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other materials that may be filed with or furnished to the SEC should the merger proceed.
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 2015. 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 "if," "will," "expected" and similar statements. Forward-looking statements involve inherent risks, uncertainties and assumptions. Risks, uncertainties and assumptions include: uncertainties as to how the Company's shareholders will vote at the meeting of shareholders; the possibility that competing offers will be made; the possibility that financing may not be available; the possibility that various closing conditions for the transaction may not be satisfied or waived; and other risks and uncertainties discussed in documents filed with the SEC by the Company, as well as the Schedule 13E-3 transaction statement and the proxy statement to be filed by the Company. These forward-looking statements reflect expectations as of the date of this press release. You should not rely upon these forward-looking statements as predictions of future events. Ming Yang does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For investor and media inquiries, please contact:
SOURCE China Ming Yang Wind Power Group Limited