CARLSTADT, N.J., Sept. 15, 2015 /PRNewswire/ -- Jinpan
International Limited (Nasdaq: JST), a leading designer,
manufacturer, and distributor of cast resin transformers, today
announced that its Board of Directors has received a preliminary,
non-binding proposal letter dated September
15, 2015 from Li Zhiyuan, the Company's Chairman of the
Board of Directors, President, and Chief Executive Officer, and
Forebright Smart Connection Technology Limited (collectively,
with Mr. Li, the "Buyer Group"), to acquire all of the outstanding
common shares of the Company not currently owned by the Buyer Group
in a going private transaction for $4.50 per common share, subject to certain
conditions.
According to the proposal letter, an acquisition vehicle will be
formed for the purpose of implementing the acquisition, and the
acquisition is intended to be financed through a combination of
debt and equity capital. Please refer to the enclosed Exhibit A for
a copy of the proposal letter.
The Company expects that its Board of Directors will form a
special committee consisting of independent directors (the
"Independent Committee") to consider this proposal. The Company
also expects that the Independent Committee will retain a financial
advisor and legal counsel to assist it in its work. The Company
cautions its shareholders and others considering trading in its
securities that the Board just received the preliminary,
non-binding proposal and no decision has been made with respect to
the Company's response to the proposal. There can be no assurance
that any definitive offer will be made, that any agreement will be
executed or that this or any other transaction will be approved or
consummated.
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.
Exhibit A
September 15, 2015
The Board of Directors
Jinpan International Limited
No. 168 Nanhai Avenue (Building No. 7)
Haikou Free Trade Zone
Haikou, Hainan Province, PRC
Dear Sirs:
Zhiyuan Li, Chairman and Chief
Executive Officer of Jinpan International Limited (the
"Company") ("Mr. Li" or the "Chairman"), and
Forebright Smart Connection Technology Limited
("Forebright", together with the Chairman, the "Buyer
Group", "we" or "us"), are pleased to submit this
preliminary non-binding proposal to acquire all of the outstanding
shares of the Company not already owned by the Buyer Group in a
going private transaction (the "Acquisition").
We believe that our proposal provides an attractive opportunity
to the Company's public shareholders. While we have previously made
to you a similar proposal on September 21,
2014 and have subsequently withdrawn such proposal due to
various reasons, including changes in market conditions, we have
re-evaluated the Acquisition and are fully prepared to pursue the
Acquisition on a highly expedited basis.
1.
The Acquisition. The Buyer Group will form an acquisition vehicle
for the purpose of implementing the Acquisition. The Acquisition
will be in the form of a merger of the Company with the acquisition
vehicle. You should be aware that the Chairman who owns shares of
the Company is interested only in pursuing this Acquisition and is
not interested in selling his shares in any other transaction
involving the Company.
2.
Purchase Price. Based on the information available to us, we are
prepared to pay US$4.50 in cash per
common share in the Acquisition, in each case other than for shares
held by the Buyer Group that may be rolled over to the surviving
company of the Acquisition. Our proposal represents a premium of
24.3% to the Company's closing price on September 14, 2015 and a premium of 23.3% and
16.6% to the volume-weighted average closing price during the last
5 and 20 trading days, respectively.
3.
Closing Certainty and Funding. We believe that we offer a high
degree of closing certainty and are well positioned to negotiate
and complete the proposed Acquisition on an expedited basis. We
intend to finance the proposed Acquisition with a combination of
debt and equity capital and we expect definitive commitments for
the required debt and equity funding, subject to terms and
conditions set forth therein, to be in place when the Definitive
Agreements (as defined below) are signed.
4.
Due Diligence. Skadden, Arps, Slate, Meagher & Flom LLP
continues to serve as legal advisor to the Buyer Group. We and our
legal advisor have significant experience in structuring and
consummating transactions of this nature. We expect to complete due
diligence on a highly expedited basis, and are prepared and ready
to engage in the next stage of discussions.
5.
Definitive Agreements. We are prepared to promptly negotiate and
finalize mutually satisfactory definitive agreements with respect
to the Acquisition and related transactions (the "Definitive
Agreements"). The Definitive Agreements will provide for
representations, warranties, covenants and conditions which are
typical, customary and appropriate for transactions of this
type.
6.
Process. We recognize that a special committee of independent
directors will be formed to evaluate the Acquisition independently
before making its determination to endorse it and recommend it to
you. Given the involvement of Mr. Li in the Acquisition, we
appreciate that the independent members of the Board will proceed
to consider the proposed Acquisition and that Mr. Li and his
affiliates will recuse themselves from participating in any Board
deliberations and decisions related to the Acquisition.
7.
Confidentiality. We are sure you will agree that until we have
executed Definitive Agreements or terminated our discussions, it is
in all parties' interests to ensure that we proceed in a strictly
confidential manner, unless otherwise required by law.
8.
About Forebright Smart Connection Technology Limited.
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.
9.
No Binding Commitment. This letter constitutes only a preliminary
indication of our interest, and does not constitute any binding
commitment with respect to the Acquisition. A binding commitment
will result only from the execution of Definitive Agreements, and
then will be on terms and conditions provided in such
documentation.
In closing, each of us would like to personally express our
commitment to working together to bring this Acquisition to a
successful and timely conclusion. Should you have any questions
regarding this proposal, please do not hesitate to contact any of
the undersigned at any time. We look forward to speaking with
you.
Forebright Smart Connection Technology
Limited
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SOURCE Jinpan International