CHANGZHOU, China, Dec. 14, 2015 /PRNewswire/ -- 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.
The Board, 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.
About Trina Solar Limited
Trina Solar 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
This 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.
These 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
anticipated results.
For further information, please contact:
Trina Solar
Limited
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Christensen
IR
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Teresa Tan,
CFO
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Linda
Bergkamp
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Phone: +1 480 614
3014 (US)
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Email:
teresa.tan@trinasolar.com
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Email:
lbergkamp@ChristensenIR.com
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Yvonne
Young
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Investor Relations
Director
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Phone: + (86)
519-8517-6878 (Changzhou)
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Email:
ir@trinasolar.com
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Exhibit A
Preliminary Non-binding Proposal to Acquire Trina Solar
Limited
December 12, 2015
The Board of Directors
Trina Solar Limited
No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
People's Republic of China
Dear Sirs:
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.
1. Buyer. 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.
2. Purchase 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.
3. Financing. 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.
4. Due 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.
5. Definitive 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.
6. Process. 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.
8. Confidentiality. 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.
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. Such a commitment will result only from the execution
of Definitive Agreements, and then will be on the terms provided in
such documentation.
* * * * *
[Signature Page to Follow]
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.
Sincerely,
By: /s/ Jifan
Gao
Jifan Gao
Shanghai Xingsheng Equity Investment &
Management Co., Ltd.
/s/ [Company chop is affixed]
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SOURCE Trina Solar Limited