The consortium intends to fund the merger through aĬombination of cash contributions from the investors pursuant to equity commitment letters in an amount of US$124 million, and debt financing in an amount up to US$106 million, pursuant to a debt commitment letter provided by China Construction Bank The investor consortium includes Mr. Chuanwei Zhang and certain of hisĪffiliates, Shanghai Dajun Guancheng Capital Fund and Guangzhou Huifu Kaile Investment (L.P.). Of 19.3% to the volume weighted average closing price of the Companys ADSs during the 30 trading days prior to its receipt of a going-private proposal. Under the Companys employee share incentive plans will be cancelled for no consideration at the effective time of the merger.Ĭonsideration represents a premium of 13.1% to the closing price of the Companys ADSs on October 30, 2015, the last trading day prior to the Companys announcement of its receipt of a going-private proposal, and a premium Shares reserved (but not yet allocated) by the Company for issuance and allotment upon exercise of any share incentive awards issued Lost their rights to dissent from the merger pursuant to Section 238 of the Companies Law of the Cayman Islands (the ∽issenting Shares), which will be cancelled and cease to exist in exchange for the right to receive the payment ofįair value of the Dissenting Shares in accordance with Section 238 of the Companies Law of the Cayman Islands.
Mr. Chuanwei Zhang and certain affiliates and certain other existing shareholders of the Company, which will be rolled over in the transaction, and (b) Shares held by shareholders who have validly exercised and not effectively withdrawn or (∺DS) of the Company, every ADS representing one Share, will be cancelled in exchange for the right to receive US$2.51 in cash without interest, except for (a) certain Shares (including Shares represented by ADSs) owned by Issued and outstanding immediately prior to the effective time of the merger (the Shares) will be cancelled and cease to exist in exchange for the right to receive US$2.51 in cash without interest, and each American Depositary Share Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each of the Companys ordinary shares, par value US$0.001 per share, Investors (the ∻uyer Consortium), including Mr. Chuanwei Zhang, the Chairman and Chief Executive Officer of the Company, in an all-cash transaction which values the Companys equity at approximately US$408 million. Leading wind energy solution provider in China, today announced that it has entered into a definitive merger agreement (the Merger Agreement) on February 2, 2016 pursuant to which the Company will be acquired by a consortium of ZHONGSHAN, China, February 3, 2016 - China Ming Yang Wind Power Group Limited (Ming Yang or the ∼ompany) (NYSE: MY), a Ming Yang Enters Into Definitive Merger Agreement For Going Private Transaction The undersigned, thereunto duly authorized. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by Limited Guarantee, dated as of February 2, 2016, by Guangzhou Huifu Kaile Investment (L.P.) in favor of China Ming Yang Wind Power Group Limited Limited Guarantee, dated as of February 2, 2016, by Shanghai Dajun Guancheng Capital Fund in favor of China Ming Yang Wind Power Group Limited
Chuanwei Zhang in favor of China Ming Yang Wind Power Group Limited Limited Guarantee, dated as of February 2, 2016, by Mr. Regal Concord Limited, Regal Ally Limited and China Ming Yang Wind Power Group Limited dated February 2, 2016 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-TĪgreement and Plan of Merger among Zhongshan Ruisheng Antai Investment Co., Ltd., Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
The registrant files or will file annual reports under cover Form 20-F or Form 40-F. National Hi-Tech Industrial Development Zone
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