JA Solar today announced the completion of its merger with holding company JASO Acquisition. With the completion, JA is now a wholly owned subsidiary of the parent company, and no longer publicly traded on the U.S. based Nasdaq stock exchange.
JASO Acquisition is part of a group of companies led by JA Solar CEO and Chairman Baofeng Jin, who first made an offer to buy the module maker outright in 2015. The merger agreement completed today was first announced in June 2017, and puts the company in the hands of an investor consortium after an all cash transaction that reportedly valued JA Solar at $362 million.
The buyer consortium consists of Mr. Jin; Jinglong – a company registered in the British Virgin Islands and of which Mr. Jin is sole director; and other ‘rollover shareholders’. According to a November announcement from JA Solar confirming the agreement, the buyer group would fund the acquisition through a $160 million loan facility provided by CSI Finance Limited, Credit Suisse AG, Singapore Branch and ‘certain other parties’.
Under the terms of the merger, ordinary shares in JA Solar will be cancelled in exchange for $1.51 per share, and American Depositary Shares – held by U.S. banks to permit American speculators to invest in foreign companies and enable such companies to access U.S. funding – will be cancelled in exchange for $7.55 per share. In November, JA Solar noted this consideration represented an 18.2% premium on the closing price of shares on June 5, 2017, the day before the new ‘going private’ proposal was announced.
JA Solar requested trading of its shares on the Nasdaq be suspended as of today – U.S. Eastern Standard Time – and that Nasdaq file a notification to de-list with the U.S. Securities and Exchange Commission.
Last year, fellow Chinese module manufacturer Trina Solar also de-listed from the New York based stock exchange, and reportedly plans to go public on a Chinese exchange.