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exercised and not effectively withdrawn or lost their rights to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
Tel: +86-760-2813-8698
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:
China Ming Yang Wind Power Group Limited
Ricky Ng
+86-760-2813-8698
ir@mywind.com.cn
http://ir.mywind.com.cn
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SOURCE China Ming Yang Wind Power Group Limited
