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LONDON, UK / ACCESSWIRE / November 22, 2017 / Pro-Trader Daily takes a look at the latest corporate events and news making the headlines for JA Solar Holdings Co., Ltd (NASDAQ: JASO) ("JASO"), following which we have published a free report that can be viewed by signing up at http://protraderdaily.com/optin/?symbol=JASO. The Company announced on November 17, 2017, that it has signed an agreement to merge with JASO Holdings Limited (Holdco), JASO Parent Limited (Parent), and JASO Acquisition Limited (Merger Sub). After completing the merger, the Company will be acquired by a private investor consortium. The Parent is a wholly owned subsidiary of Holdco, while Merger Sub is a wholly owned subsidiary of the Parent. The private consortium will acquire the merged entity for approximately $362.1 million in an all-cash transaction. For immediate access to our complimentary reports, including today's coverage, register for free now at:
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The Investor Consortium
The private investor consortium acquiring the merged JASO entity consists of Mr. Baofang Jin, Chairman and Chief Executive Officer of JASO; Jinglong, a British Virgin Islands Company, where Mr. Baofang Jin is the sole director; and/or its affiliates; and the other Rollover Shareholders.
JASO had first received the proposal from the consortium led by JASO's CEO Mr. Baofang Jin in June 2015 and a revised proposal in June 2017. The current deal is the result of considering the second revised proposal by the consortium.
Terms of the agreement
As per the terms of the agreement, at the time of the merger, the consortium will pay $1.51 in cash without interest for each ordinary share of JASO and they will pay $7.55 in cash without interest for each American depositary share (ADS) of JASO (which equals 5 ordinary JASO's shares). After the payment, JASO's ordinary shares and ADS would cease to exist.
This arrangement is not applicable to:
- shares and ADS owned by Jinglong Group Co., Ltd (Jinglong), Chin Tien HUANG, Chi Fung WONG, and Pak Wai WONG (jointly referred to as Rollover Shareholders) which will be rolled over and will be cancelled and cease to exist without any conversion or payment of any consideration.
- shares and ADS held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger (Dissenting Shares). Their shares will be cancelled and cease to exist after they receive payment of fair value of the Dissenting Shares.
For share options, at the time of the merger, the arrangement is as under:
- any outstanding and unexercised option (Company Option) to purchase JASO's Shares under JASO's share incentive scheme will stand cancelled and each holder of the Company Option will have the right to receive cash, which would be calculated by multiplying the excess cash left after paying the $1.51 over the applicable exercise price of Company Option by the number of Shares such holder could have purchased if the holder had exercised such Company option in full, immediately prior to the time of the merger.
- each restricted share and each restricted share unit given under JASO's share incentive scheme will be cancelled and each holder has the right to receive cash at the rate of $1.51 per share/ share unit. These transactions will be payable after deduction of any applicable withholding taxes.
The offer price represents a premium of 18.2% of the closing price of ADS on June 25, 2017, the last trading day before the Company received the proposal for going private. The Company's Board of Directors have unanimously approved the agreement after the Special Committee formed by the Board evaluated, negotiated the terms, and recommended the deal with the help of financial and legal advisors. The deal is expected to close in Q1 2018 subject to regulatory and shareholders' approvals and other closing conditions.
The deal needs the approval of at least two-thirds of JASO's shareholders' voting in favor of the agreement to be completed. The investor consortium, including the Rollover Shareholders, represent approximately 25.7% voting rights have already agreed to vote in favor of the deal.
Once the merger is completed, JASO's merged entity will become a private company and all JASO's shares will no longer be listed on the NASDAQ Exchange.
About JA Solar Holdings Co., Ltd
Beijing, China based JASO is a leading manufacturer of high-performance solar power products. The Company was founded in May 2005 and publicly listed on the NASDAQ in February 2007. The Company sells its products to solar manufacturers worldwide, who assemble and integrate solar cells into modules and systems that convert sunlight into electricity for residential, commercial, and utility-scale power generation. The Company distributes its products under its own brand and produces on behalf of its clients. JASO has production facilities at Shanghai, Hebei, Jiangsu, and Anhui provinces in China as well as in Penang, Malaysia and Hanoi, Vietnam.
For FY16, the Company shipped 5.2 GW of solar power products
Last Close Stock Review
On Tuesday, November 21, 2017, the stock closed the trading session at $7.47, marginally climbing 0.27% from its previous closing price of $7.45. A total volume of 704.73 thousand shares have exchanged hands. JA Solar's stock price soared 18.01% in the last three months, 7.48% in the past six months, and 41.48% in the previous twelve months. Furthermore, since the start of the year, shares of the Company have skyrocketed 56.93%. The stock is trading at a PE ratio of 4.59. At Tuesday's closing price, the stock's net capitalization stands at $327.11 million.
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