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Ming Yang Enters Into Definitive Merger Agreement For Going Private Transaction
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be rolled over in the transaction, and (b) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the Companies Law of the Cayman Islands (the "Dissenting Shares"), which will be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.
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