ZHONGSHAN, China, June 22, 2016 /PRNewswire/ -- China Ming Yang
Wind Power Group Limited (NYSE: MY) ("Ming
Yang" or the "Company"), a leading wind energy solution
provider in China, today announced
the completion of its merger (the "Merger") with Regal Ally Limited
("Merger Sub"), a wholly-owned subsidiary of Regal Concord Limited
("Parent"), pursuant to the agreement and plan of merger (the
"Merger Agreement") dated February 2, 2016 by and among
Parent, Merger Sub, Zhongshan Ruisheng Antai Investment Co., Ltd
("Holdco") and the Company. As a result of the Merger, the Company
ceased to be a publicly-traded company and became a wholly-owned
subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on June 6, 2016, each of the
Company's ordinary shares, par value US$0.001 per share (each a "Share") (including
Shares represented by ADSs) issued and outstanding immediately
prior to the effective time of the Merger (the "Effective Time"),
other than (a) the Shares beneficially owned by the rollover
shareholders, (b) Shares owned by shareholders who have validly
exercised and have not effectively withdrawn or lost their
dissenters' rights under the Companies Law (2013 Revision) of the
Cayman Islands (the "Cayman
Islands Companies Law") (the "Dissenting Shares"), (c) Shares owned
by any of the Company and its subsidiaries (if any) and (d) Shares
(including Shares held by the Citibank, N.A. ("ADS Depositary") in
respect of ADSs) reserved (but not yet allocated) by the Company,
immediately prior to the Effective Time, for issuance and
allocation upon exercise or settlement of each outstanding option
award issued by the Company pursuant to the Company's 2010 Equity
Incentive Plan (as amended on September 1, 2013) that entitles
the holder thereof to purchase one Share upon the vesting of such
award (Shares described under (a) through (d) above are
collectively referred to herein as the "Excluded Shares"), was
cancelled and ceased to exist in exchange for the right to receive
US$2.51 in cash per Share without interest and net of any
applicable withholding taxes. Each ADS issued and outstanding
immediately prior to the Effective Time (other than ADSs
representing the Excluded Shares) was cancelled in exchange for the
right to receive US$2.51 in cash per ADS (less an ADS cancellation
fee of US$0.05 per ADS) without interest and net of any applicable
withholding taxes. The Dissenting Shares issued and outstanding
immediately prior to the Effective Time were cancelled and the
former holders thereof are entitled to receive the fair value of
such Dissenting Shares as determined in accordance with the Cayman
Islands Companies Law.
Shareholders of record as of the Effective Time who are entitled
to the merger consideration will receive a letter of transmittal
and instructions on how to surrender their share certificates in
exchange for the merger consideration (net of any applicable
withholding taxes). Shareholders should wait to receive the letter
of transmittal before surrendering their share certificates. ADS
holders of record as of the Effective Time who are entitled to the
merger consideration will automatically receive from the ADS
Depositary, US$2.51 per each ADS held
by them (less an ADS cancellation fee of US$0.05 per ADS) in cash, without interest and
net of any applicable withholding taxes, in exchange for the
surrender and cancellation of such ADSs.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange ("NYSE") be suspended.
The Company requested NYSE to file a Form 25 with the U.S.
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of its ADSs on the NYSE and the deregistration of the
Company's registered securities. The deregistration will become
effective 90 days after the filing of the Form 25 or such
shorter period as may be determined by the SEC. The Company intends
to suspend its reporting obligations under the Securities Exchange
Act of 1934, as amended, by filing a Form 15 with the SEC. The
Company's obligation to file with the SEC certain reports and
forms, including Form 20-F and Form 6-K, will be
suspended immediately as of the filing date of the Form 15 and
will terminate once the deregistration becomes effective.
In connection with the Merger, Duff & Phelps, LLC and Duff
& Phelps Securities, LLC (together, "Duff & Phelps") are
serving as financial advisors to the special committee of the board
of directors of the Company (the "Special Committee"). Skadden,
Arps, Slate, Meagher & Flom LLP is serving as the U.S. legal
advisor to the Special Committee, Fenwick & West LLP is serving
as U.S. legal advisor to the Company and Maples and Calder is
serving as Cayman Islands legal
advisor to the Company and the Special Committee.
Simpson Thacher & Bartlett is serving as U.S. legal advisor
to Holdco, Parent, Merger Sub, Mr. Chuanwei
Zhang, chairman and chief executive officer of the Company,
First Windy Investment Corp., Ms. Ling
Wu, Rich Wind Energy Three Corp., Mr. Jinfa Wang, Mr. Jianren
Wen, Mr. Yunshan Jin, Mr.
Jiawan Cheng, Mr. Zhongmin Shen,
Yuan Li, Eapard Investment Management Co., Ltd., Cai Stephanie Ye, SCGC Capital Holding Company
Limited, Ironmont Investment Co., Ltd., Guomin Chen, Xueliang
Ma, Yanhua Li, Renjing Cao and Longquan Yan, Shanghai Dajun
Guancheng Capital Fund, Shanghai Dajun Asset Management Fund,
Zhejiang Dajun Asset Management Company Limited, Dajun Shengshi
Selection Investment Fund, Guangzhou HYAF Fund Management Ltd.
Company, Guangzhou Huifu Kaile Investment (L.P.), Guangzhou Huiyin
Bosen Investment (L.P.) and Anhui Zhongan Xinzhao Private Equity
Investment LLP (collectively, the "Buyer Group"). King & Wood
Mallesons and Travers Thorp Alberga are serving as PRC and
Cayman Islands legal advisors to
the Buyer Group.
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 certain statements that are not
descriptions of historical facts, but are forward-looking
statements. These forward-looking statements can be identified by
terminology such as "if," "will," "expected," and similar
expressions. Forward-looking statements involve inherent risks,
uncertainties and assumptions. These forward-looking statements
reflect the Company's expectations as of the date of this press
release. You should not rely upon these forward-looking statements
as predictions of future events. The Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
For more information, please contact:
China Ming Yang Wind Power Group Limited
Chao Zhang
+86-760-2813-8677
ir@mywind.com.cn
http://ir.mywind.com.cn
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SOURCE China Ming Yang Wind Power Group Limited