CARLSTADT, N.J., Jan. 25, 2016 /PRNewswire/ -- Jinpan
International Limited (Nasdaq: JST), a leading designer,
manufacturer, and distributor of cast resin transformers, today
announced that it has entered into a definitive Agreement and Plan
of Merger (the "Merger Agreement") with FNOF E&M
Investment Limited ("Parent"), a limited liability company
incorporated under the laws of the British Virgin Islands, and Silkwings Limited
("Merger Sub"), a limited liability company incorporated
under the laws of the British Virgin
Islands and a wholly owned subsidiary of Parent, pursuant to
which Parent will acquire the Company for US$6.00 per common share of the Company.
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the merger (the "Effective Time"),
Merger Sub will merge with and into the Company, with the Company
continuing as the surviving corporation and becoming a wholly-owned
subsidiary of Parent (the "Merger"). At the Effective
Time, each of the Company's common shares issued and outstanding
immediately prior to the Effective Time will be cancelled in
exchange for the right to receive US$6.00 per share in cash and without interest,
except for the excluded shares (the "Excluded Shares"),
which include (i) common shares (the "Rollover Shares")
beneficially owned by Mr. Zhiyuan Li
("Mr. Li") and his affiliates (the "Rollover
Shareholders") , (ii) common shares owned by holders of common
shares who have validly exercised and not effectively withdrawn or
lost their appraisal rights pursuant to Section 179 of the BVI
Companies Act, 2004, as amended ("Dissenting Shares"), and (iii)
common shares owned by the Company or any direct or indirect
wholly-owned subsidiary of the Company. Each Excluded Share
(other than the Dissenting Shares) issued and outstanding
immediately prior to the Effective Time, by virtue of the merger
and without any action on the part of its holder, shall be
cancelled and shall cease to exist as of the Effective Time, and no
consideration shall be delivered with respect thereto.
Each of Forebright Smart Connection Technology Limited
("Forebright") and Mr. Li have entered into an equity
commitment letter with Parent, pursuant to which Forebright and Mr.
Li have committed to invest in Parent at or immediately prior to
the Effective Time an aggregate cash amount equal to $75,500,000. To support a portion of Mr.
Li's funding obligations under his equity commitment letter
with Parent, Forebright has entered into a debt commitment letter
with Mr. Li, pursuant to which Forebright shall provide a facility
of US$25,000,000 to Mr. Li.
Forebright New Opportunities Fund L.P. has agreed to provide a
guarantee for Forebright's funding obligations under the relevant
equity commitment letter and debt commitment letter as set forth
above. Mr. Li and Forebright New Opportunities Fund L.P. have
entered into a limited guarantee in favor of the Company in respect
of certain payment obligations of Parent under the Merger
Agreement.
Forebright is a special purpose vehicle established by
Forebright New Opportunities Fund, a private equity fund managed by
Forebright Capital Management Limited ("FCM"). FCM is
owned and run by a group of experienced investment professionals
who have already successfully completed several going private
transactions involving China-based
US-listed issuers in recent years, and the market valuation of
these privatized companies exceeded, in aggregate, US$ 450 million.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee (the "Special
Committee") formed by the board of directors, approved the
Merger Agreement and the transactions contemplated thereby,
including the Merger, and resolved to recommend that the Company's
shareholders vote to authorize and approve the Merger Agreement and
the transactions contemplated thereby, including the Merger. The
Special Committee, which is comprised solely of independent and
disinterested directors of the Company who are unaffiliated with
any of Parent, Merger Sub, Mr. Li, Forebright or any of the
management members of the Company, 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
first half of 2016, is subject to customary closing conditions,
including the approval by an affirmative vote of shareholders
representing more than fifty percent (50%) of the outstanding
Common Shares of the Company, present and voting in person or by
proxy as a single class at a general meeting of the Company's
shareholders duly convened to consider the approval of the Merger
Agreement and the transactions contemplated thereby, including the
Merger. As of the date of the Merger Agreement, the Rollover
Shareholders have agreed under a voting agreement to vote all in
favor of the Merger Agreement and consummation of the transactions
contemplated thereby, including the Merger. If completed, the
Merger will result in the Company becoming a privately held company
and its Common Shares will no longer be listed on NASDAQ Global
Select Market.
Duff & Phelps, LLC is serving as independent financial
advisor to the Special Committee. Gibson, Dunn & Crutcher LLP
is serving as United States legal
advisor to the Special Committee. Skadden, Arps, Slate,
Meagher & Flom LLP is serving as independent United States legal advisor to Mr. Li,
Forebright and Parent.
Additional Information about the Transaction
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding
the proposed transactions described in this announcement, which
will include the Merger Agreement. All parties desiring details
regarding the proposed Merger are urged to review these documents,
which will be available at the SEC's website
(http://www.sec.gov).
In connection with the proposed Merger, the Company will prepare
and mail a proxy statement to its shareholders. In addition,
certain participants in the proposed Merger will prepare and mail
to the Company's shareholders a Schedule 13E-3 transaction
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 PROPOSED
MERGER 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
proposed 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 telephone number:
No Offer or Solicitation
The information in this communication is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
About Jinpan International Limited
Jinpan International Limited (NASDAQ: JST) designs,
manufactures, and markets electrical control and distribution
equipment used in demanding industrial applications, utility
projects, renewable energy installations, and infrastructure
projects. Major products include cast resin transformers, VPI
transformers and reactors, switchgears, and unit substations.
Jinpan serves a wide range of customers in China and reaches international markets as a
qualified supplier to leading global industrial electrical
equipment manufacturers. Jinpan is one of the largest
manufacturers of cast resin transformers in China by production capacity. Jinpan's
four manufacturing facilities in China are located in the cities of
Haikou, Wuhan, Shanghai and Guilin. The Company was founded
in 1993. Its principal executive offices are located in
Haikou, Hainan, China and its United States office is based in Carlstadt, New Jersey. For more
information, visit www.jinpaninternational.com.
Safe Harbor Provision
This press release contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
based on management's current expectations and observations and
involve known and unknown risks, and uncertainties or other factors
not under the Company's control, which may cause actual results,
performance or achievements of the company to be materially
different from the results, performance or other expectations
implied by these forward-looking statements. These factors are
listed from time-to-time in our filings with the Securities and
Exchange Commission, including, without limitation, our Annual
Report on Form 20-F for the period ended December 31, 2014 and our subsequent reports on
Form 6-K. Except as required by law, we are not under any
obligation, and expressly disclaim any obligation, to update or
alter any forward-looking statements, whether as a result of new
information, future events or otherwise.
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SOURCE Jinpan International Limited