Trina Solar Announces Receipt of a
Preliminary Non-Binding Proposal to Acquire the Company
Dec. 14, 2015 - Trina Solar Limited ("Trina Solar" or the
"Company") (NYSE: TSL), a global leader in photovoltaic
("PV") modules, solutions, and services, today announced that its
board of directors (the "Board") has received a preliminary
non-binding proposal letter, dated December 12, 2015, from Mr. Jifan Gao, Chairman and Chief
Executive Officer of the Company, and Shanghai Xingsheng
Equity Investment & Management Co., Ltd. (together with Mr. Jifan Gao, the "Buyer Group"),
a subsidiary of Industrial Bank Co., Ltd. incorporated in the People's Republic
of China, to acquire all of the outstanding shares of the Company not owned by
the Buyer Group, including ordinary shares represented by American depositary
shares (the "ADSs", each representing 50
ordinary shares), for $0.232 in
cash per ordinary share, or $11.6 in
cash per ADS, which represents a premium of approximately 21.5% above the
closing price of the Company's ADSs on December 11,
2015 and a premium of approximately 20.2% above the average closing price of
the Company's ADSs over the last 90 trading days. A
copy of the proposal letter is attached hereto as Exhibit A.
The Board has
formed a special committee consisting of two independent directors, Messrs. Sean
Shao and Qian Zhao, to
consider the proposal.
other than Mr. Jifan Gao,
is reviewing and evaluating the proposal, and cautions its shareholders and
others considering trading its securities that the Board has just received the
proposal letter and has not had an opportunity to carefully review and evaluate
the proposal yet, nor has the Board made any decision 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. The Company does not
undertake any obligation to provide any updates with respect to this or any
other transaction, except as required under applicable law.
Trina Solar Limited
Limited (NYSE: TSL) is a global leader in PV modules, solutions and services.
Founded in 1997 as a PV system integrator, Trina Solar today drives smart
energy together with installers, distributors, utilities and developers
worldwide. The Company's industry-leading position is based on innovation
excellence, superior product quality, vertically integrated capabilities and
environmental stewardship. For more information, please visit www.trinasolar.com.
Safe Harbor Statements
announcement contains forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by words such as
"will," "may," "expect," "anticipate,"
"aim," "intend," "plan," "believe,"
"estimate," "potential," "continue," and other
similar statements. All statements, other than statements of historical fact,
in this announcement are forward-looking statements.
forward-looking statements involve known and unknown risks and uncertainties
and are based on current expectations, assumptions, estimates and projections
about the Company and the industry in which the Company operates. The Company
undertakes no obligation to update forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its expectations,
except as may be required by law. Although the Company believes that the
expectations expressed in these forward looking statements are reasonable, it
cannot assure you that such expectations will turn out to be correct, and the
Company cautions investors that actual results may differ materially from the
information, please contact:
Phone: +1 480
614 3014 (US)
Phone: + (86)
Preliminary Non-binding Proposal to Acquire Trina Solar
The Board of
Trina Solar Limited
No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
People's Republic of China
I, Jifan Gao
("Mr. Gao"), Chairman and Chief Executive
Officer of Trina Solar Limited. (the "Company"), together with Shanghai
Xingsheng Equity Investment & Management Co., Ltd.,
a limited liability company organized under the laws of the People's Republic
of China and a subsidiary of Industrial Bank Co., Ltd. ("Industrial Bank"),
a Chinese joint stock commercial bank (together with Mr. Gao,
"we" or the "Buyer Group"), are pleased to submit this
preliminary non-binding proposal to acquire all the outstanding ordinary shares
(the "Shares") of the Company not owned by the Buyer Group in a
going-private transaction (the "Acquisition").
We believe that
our proposal of US$0.232 in
cash per Share, or US$11.6 in
cash per American Depositary share of the Company ("ADS", each
representing 50 Shares), will provide a very
attractive opportunity to the Company's shareholders. This price represents a
premium of approximately 21.5% to the Company's closing price on December 11,
2015 and a premium of approximately 20.2% to average closing price during the
last 90 trading days.
The terms and
conditions upon which the Buyer Group is prepared to pursue the Acquisition are
set forth below. We are confident that we can consummate the Acquisition as
outlined in this letter.
We intend to 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.
Price. Our proposed consideration payable for the Shares acquired in
the Acquisition will be US$0.232 per Share, or US$11.6 per ADS, in cash.
We intend to finance the Acquisition with a combination of debt and equity
capital, and 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 Agreement (as defined below) are signed. We have engaged Industrial
Bank to act as the Buyer Group's financial advisor, and also to arrange the
debt financing, and Industrial Bank has indicated that it is highly confident
in its ability to underwrite this financing.
Diligence. Parties providing financing will require a timely
opportunity to conduct customary due diligence on the Company. We would like to
ask the board of directors of the Company to accommodate such due diligence
request and approve the provision of confidential information relating to the
Company and its business to possible sources of equity and debt financing
subject to a customary form of confidentiality agreement.
Agreements. We have engaged Skadden, Arps, Slate, Meagher & Flom LLP as the Buyer Group's U.S. legal counsel. We are prepared
to negotiate and finalize definitive agreements (the "Definitive
Agreements") expeditiously. This proposal is subject to execution of the
Definitive Agreements. These documents will include provisions typical for
transactions of this type.
We believe that the Acquisition will provide superior value to the Company's
shareholders. We recognize of course that the Board will evaluate the proposed
Acquisition independently before it can make its determination whether to
endorse it. In considering the proposed Acquisition, you should be aware that
we are interested only in acquiring the outstanding Shares the Buyer Group does
not already own, and that we do not intend to sell our stake in the Company to
a third party.
7. About Industrial Bank. Founded in August
1988 and headquartered in Fuzhou,
Fujian Province, Industrial Bank
is one of the first group of joint-stock commercial
banks approved by the State Council and the People's Bank of China. On February
5, 2007, Industrial Bank was listed on Shanghai Stock Exchange (Stock Code:
601166) with registered capital amounting to RMB 19.052 billion. According to
its publicly released 3rd Quarter report in 2015, by the end of September 30,
2015, the total assets of Industrial Bank were RMB 5.29 trillion, the
shareholders' equity was RMB 306 billion, and the net profits attributable to
shareholders were RMB 41.221 billion.
We are sure you will agree with us that it is in all of our interests to ensure
that we proceed our discussions with respect to the
Acquisition in a confidential manner, unless otherwise required by law, until
we have executed the Definitive Agreements or terminated our discussions.
Binding Commitment. This letter constitutes only a preliminary
indication of our interest, and does not constitute any binding commitment with
respect to the Acquisition. Such a commitment will result only from the
execution of Definitive Agreements, and then will be on the terms provided in
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In closing, we would like to express our commitment to working together with
you to bring this Acquisition to a successful and timely conclusion. Should you
have any questions regarding this proposal, please do not hesitate to contact
us. We look forward to speaking with you.
/s/ Jifan Gao
Shanghai Xingsheng Equity Investment &
Management Co., Ltd.
/s/ [Company chop is affixed]