The Chinese vertically integrated solar group described the deal — which involves the merger of JASO Holdings and its wholly owned units JASO Parent and JASO Acquisition — as “definitive.” The new merger plan will be finalized in the first quarter of 2018.
The current plan dates back to June, when Baofeng Jin — chairman and chief executive of JA Solar — first revealed his intention to buy all of the company’s outstanding shares in a revised version of a takeover bid from 2015. Upon completion of the new merger plan, JA Solar will become a privately owned company and will no longer be listed on the NASDAQ Global Select Market.
Under the planned merger, a consortium of investors — led by Jin and Jinglong Group — will acquire JA Solar in an all-cash transaction that will value the company’s equity at roughly $362.1 million. The investors plan to fund the acquisition with a mixture of equity and debt, via a $160 million loan facility from CSI Finance, Credit Suisse and other institutions.
The company’s board has approved the merger plan, which represents a premium of 18.2% to the closing price of JA Solar’s American Depositary Shares (ADS) on June 5, 2017, or the last trading day before it revealed it was considering a new proposal to go private. The deal also represents a premium of 17.2% to the average closing price of its ADS in the three months leading up to that proposal being tabled.
JA Solar’s ordinary shares will be cancelled in exchange for $1.51 in cash each, without interest. Its ADS — which each represent five shares — will be cancelled in exchange for $7.55 each, without interest.
The Shanghai-based PV group follows fellow Tier-1 Chinese solar supplier Trina Solar in dropping its U.S. stock listing to go private.