GUELPH, Ontario, Dec. 11, 2017 /PRNewswire/ -- Canadian Solar Inc.
("Canadian Solar" or the "Company") (NASDAQ: CSIQ), one of the
world's largest solar power companies, today announced that its
Board of Directors (the "Board") has received a preliminary,
non-binding proposal letter (the "Proposal Letter"), dated
December 9, 2017, from its Chairman,
President and Chief Executive Officer, Dr. Shawn (Xiaohua) Qu ("Dr. Qu"), to acquire all of
the outstanding common shares of the Company not already
beneficially owned by Dr. Qu and his wife, Ms. Hanbing Zhang, (the "Chairman Parties") in a
"going-private" transaction (the "Proposed Transaction") for cash
consideration of US$18.47 per common
share.
A copy of the Proposal Letter is attached as Annex A to this
press release.
The Board has formed a special committee (the "Special
Committee") of independent and disinterested directors to consider
the Proposed Transaction. The Company expects that the Special
Committee will retain independent advisors, including independent
legal and financial advisors, to assist it in this process.
The Board cautions the Company's shareholders and others
considering trading in the Company's securities that the Board has
just received the Proposal Letter and has not had an opportunity to
carefully review and evaluate the Proposed Transaction or make any
decision with respect to the Company's response to the Proposal
Letter. The Board also cautions that there can be no assurance that
any definitive offer relating to the Proposed Transaction or any
other transaction will be made by Dr. Qu or any other person, that
any definitive agreement with respect to the Proposed Transaction
or any other transaction will be executed or that the Proposed
Transaction or any other transaction will be approved or
consummated.
The Company does not undertake any obligation to provide any
updates with respect to the Proposed Transaction or any other
transaction except as required by applicable law.
About Canadian Solar Inc.
Founded in 2001 in Canada,
Canadian Solar is one of the world's largest and foremost solar
power companies. As a leading manufacturer of solar photovoltaic
modules and provider of solar energy solutions, Canadian Solar also
has a geographically diversified pipeline of utility-scale power
projects in various stages of development. In the past 16 years,
Canadian Solar has successfully delivered over 24 GW of premium
quality modules to over 100 countries around the world.
Furthermore, Canadian Solar is one of the most bankable companies
in the solar industry, having been publicly listed on NASDAQ since
2006. For additional information about the Company, follow Canadian
Solar on LinkedIn or visit www.canadiansolar.com.
Forward-Looking Statements
This press release contains statements that are "forward-looking
statements" as defined under the Private Securities Litigation
Reform Act of 1995. Forward-looking statements represent our
estimates and assumptions only as of the date of this press
release. These forward-looking statements include statements
regarding the qualitative and quantitative effects of the
accounting errors, the periods involved, the nature of the
Company's review and any anticipated conclusions of the Company or
its management and other statements that are not historical facts.
Our actual results may differ materially from the results described
in or anticipated by our forward-looking statements due to certain
risks and uncertainties. As a result, the Company's actual results
could differ materially from those contained in these
forward-looking statements due to a number of factors, including
those described under the heading "Risk Factors" in the Company's
Form 20-F annual report filed with the Securities and Exchange
Commission on April 27, 2017, and in documents subsequently
filed by the Company from time to time with the Securities and
Exchange Commission. We expressly disclaim any duty to provide
updates to any forward-looking statements made in this press
release, whether as a result of new information, future events or
otherwise.
Annex A
EXECUTION COPY
December 9, 2017
The Board of Directors
Canadian Solar Inc. (the "Company")
545 Speedvale Avenue West
Guelph, Ontario
Canada N1K 1E6
Tel: (1-519) 837-1881
Fax: (1-519) 837-2550
Dear Sirs:
I, Shawn (Xiaohua) Qu ("Dr. Qu"),
Chairman, President and Chief Executive Officer of the Company, am
pleased to submit this preliminary non-binding proposal to the
board of the directors of the Company (the "Board") to acquire all
of the outstanding common shares ("Common Shares") of the Company
not already owned by me and my wife, Ms. Hanbing Zhang (together with Dr. Qu, the
"Chairman Parties"), in a going-private transaction (the
"Transaction"). The Chairman Parties currently beneficially
own approximately 23.5% of the issued and outstanding Common Shares
of the Company on a fully diluted and as-converted basis.
I believe that my proposal of US$18.47 in cash per Common Share will provide a
very attractive opportunity to the Company's shareholders. This
price represents a premium of approximately 7.1% to the Company's
closing price on December 8, 2017,
and a premium of approximately 10% to the average closing price
during the last 90 trading days.
The terms and conditions upon which I am prepared to pursue the
Transaction are set forth below. I am confident in my ability
to consummate a Transaction as outlined in this letter.
1. Buyer. I intend to form an acquisition vehicle for the
purpose of pursuing the Transaction. I am interested only in
pursuing this Transaction and am not interested in selling the
Common Shares owned by the Chairman Parties in connection with any
other transaction.
2. Purchase Price. My proposed consideration payable for the
Company's Common Shares acquired in the Transaction will be
US$18.47 in cash per share.
3. Financing. I intend to finance the Transaction with a
combination of debt and equity capital. Equity financing is
expected to be provided in the form of rollover equity in the
Company from the Chairman Parties and cash contributions from the
Chairman Parties and, potentially, third party sponsors. Debt
financing is expected to be provided by loans from third party
financial institutions. I am confident that I can timely
secure adequate financing to consummate the Transaction.
4. Due Diligence. Given my role with the Company and
existing ownership interest, my own diligence needs will be quite
limited. Parties providing financing will require a timely
opportunity to conduct customary due diligence on the Company. I
would like to ask the Board to accommodate such due diligence
request and approve the provision of confidential information
relating to the Company and its business to possible sources of
equity and debt financing subject to confidentiality agreements
with customary terms.
5. Definitive Agreements. I am prepared to negotiate and
finalize definitive agreements (the "Definitive Agreements")
expeditiously. This proposal is subject to execution of the
Definitive Agreements. These documents will include provisions
typical for transactions of this type.
6. Confidentiality. I will, as required by law, promptly file an
amendment to my Schedule 13D to disclose this letter. I am sure you
will agree with me that it is in all of our interests to ensure
that we proceed our discussions relating to the Transaction in a
confidential manner, unless otherwise required by law, until we
have executed the Definitive Agreements or terminated our
discussions.
7. Process. I believe that the Transaction will provide superior
value to the Company's shareholders as compared to remaining a
publicly traded company. I recognize of course that the Board will
evaluate the proposed Transaction independently before it can make
its determination whether to endorse it. It is my expectation that
the Board will appoint a special committee of independent directors
to consider this proposal and make a recommendation to the Board
based on its independent evaluation of my proposal.
8. No Binding Commitment. This letter constitutes only a
preliminary indication of my interest, and does not constitute any
binding commitment with respect to the Transaction. Such a
commitment will result only from the execution of Definitive
Agreements, and then will be on the terms provided in such
documentation.
In closing, I would like to express my commitment to working
together with you to bring this Transaction to a successful and
timely conclusion. I have engaged Skadden, Arps, Slate, Meagher
& Flom LLP as my U.S. legal advisor and Stikeman Elliott LLP as
my Canadian legal advisor. Both are ready to help bring this
Transaction forward in a timely manner. Should you have any
questions regarding this proposal, please do not hesitate to
contact me. I look forward to speaking with you.
[Signature Page to Follow]
Sincerely,
Shawn (Xiaohua) Qu
/s/ Shawn (Xiaohua) Qu
[Signature Page to Proposal Letter]
View original
content:http://www.prnewswire.com/news-releases/canadian-solar-inc-announces-receipt-of-a-preliminary-non-binding-going-private-proposal-letter-from-its-chairman-president-and-chief-executive-officer-and-formation-of-an-independent-special-committee-300569441.html
SOURCE Canadian Solar Inc.