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TABLE OF CONTENTS
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
AMENDMENT NO. 1
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
TRINA SOLAR LIMITED
(Name of the Issuer)
Trina Solar Limited
Fortune Solar Holdings Limited
Red Viburnum Company Limited
Mr. Jifan Gao
Ms. Chunyan Wu
Wonder World Limited
Jiangsu Panji Investment Co., Ltd.
Shanghai Xingsheng Equity Investment & Management Co., Ltd.
Shanghai Xingjing Investment Management Co., Ltd.
Great Zhongou Asset Management (Shanghai) Co., Ltd.
Tibet Great Zhongou New Energy Investment Co., Ltd.
Liuan Xinshi Asset Management Co., Ltd.
Changzhou Ruitai Venture Investment Management Co., Ltd.
Mr. Li Zhu
(Names of Persons Filing Statement)
Ordinary Shares, par value $0.00001 per share
American Depositary Shares, each representing 50 Ordinary Shares
(Title of Class of Securities)
89628E104
(CUSIP Number)
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Trina Solar Limited No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
People's Republic of China
Tel: (+86) 519 8548 2008 |
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Fortune Solar Holdings Limited No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
People's Republic of China
Tel: (+86) 519 8517 6806 |
Red Viburnum Company Limited No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
People's Republic of China
Tel: (+86) 519 8517 6806 |
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Mr. Jifan Gao
Ms. Chunyan Wu
Wonder World Limited No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
People's Republic of China
Tel: (+86) 519 8517 6806 |
Jiangsu Panji Investment Co., Ltd. Suite 2001, Building 5, Times Business Square
New North District, Changzhou, Jiangsu 213022
People's Republic of China
Tel: (+86) 519 8517 6806 |
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Shanghai Xingsheng Equity Investment & Management Co., Ltd. Building 7, Fortune Plaza, 198 Puming Road
Pudong, Shanghai, 200120
People's Republic of China
Tel: (+86) 21 2221 1888 |
Shanghai Xingjing Investment Management Co., Ltd. Floor 29, China Merchant Bank Shanghai Plaza, 1088 Lujiazui Ring Road
Pudong, Shanghai 200122
People's Republic of China
Tel: (+86) 21 2065 5537 |
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Great Zhongou Asset Management (Shanghai) Co., Ltd. 8th Floor, Bank of East Asia Finance Tower
66 Hua Yuan Shi Qiao Road
Shanghai 200120
People's Republic of China
Tel: (+86) 21 6860 9600 |
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Tibet Great Zhongou New Energy Investment Co., Ltd. 8th Floor, Bank of East Asia Finance Tower
66 Hua Yuan Shi Qiao Road
Shanghai 200120
People's Republic of China
Tel: (+86) 21 6860 9600 |
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Liuan Xinshi Asset Management Co., Ltd. Floor 6, Agriculture Science Building, South Meishan
Road, Liuan, Anhui 237001
People's Republic of China
Tel: (+86) 564 3319 533 |
Changzhou Ruitai Venture Investment Management Co., Ltd.
Mr. Li Zhu Room 508, Building B
No. 3 High-Tech Park, New District
Changzhou, Jiangsu 213002
People's Republic of China
Tel: (+86) 510 8108-1861 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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With copies to: |
David T. Zhang, Esq.
Jesse Sheley, Esq.
Kirkland & Ellis
26th Floor, Gloucester Tower
The Landmark
15 Queen's Road, Central
Hong Kong
Tel: (+852) 3761 3300 |
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Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China World Office 2
No. 1, Jian Guo Men Wai Avenue
Beijing 100004, People's Republic of China
Telephone: (+86) 10 6535 5577 |
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This
statement is filed in connection with (check the appropriate box):
- o
- The
filing of solicitation materials or an information statement subject to Regulation 14A,
Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
- o
- The
filing of a registration statement under the Securities Act of 1933.
- o
- A
tender offer
- ý
- None
of the above
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting the results of the transaction: o
Calculation of Filing Fee
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Transactional Valuation* |
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Amount of Filing Fee** |
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$1,045,158,075 |
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$105,247.42 |
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*
Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on
the sum of (a) the aggregate cash payment for the proposed per share cash payment of $0.232 for 4,382,402,438 outstanding Shares of the issuer subject to the transaction plus (b) the
product of options to purchase 100,145,150 Shares multiplied by $0.079 per option (which is the difference between the $0.232 per share merger consideration and the weighted average exercise price of
$0.153 per share) plus (c) the product of 88,488,115 restricted shares multiplied by $0.232 per share ((a), (b) and (c) together, the "Transaction Valuation").
**
The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, was calculated
by multiplying the Transaction Valuation by 0.0001007.
- o
- Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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INTRODUCTION
This Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this "Transaction
Statement"), is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by
the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) Trina Solar Limited, an exempted company with limited liability incorporated under the laws of the
Cayman Islands (the "Company"), the issuer of the ordinary shares, par value $0.00001 per share (each, a "Share" and collectively, the "Shares"), including the Shares represented by the American
depositary shares, each representing 50 Shares ("ADSs"), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Fortune Solar Holdings Limited, an
exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"); (c) Red Viburnum Company Limited, an exempted company with limited liability incorporated
under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"); (d) Mr. Jifan Gao, chairman and chief executive officer of the Company (the "Chairman");
(e) Ms. Chunyan Wu, a citizen of the People's Republic of China, the spouse of the Chairman; (f) Wonder World Limited, an exempted company with limited liability incorporated
under the laws of the Cayman Islands (together with the Chairman and Ms. Chunyan Wu, the "Rollover Securityholders"); (g) Jiangsu Panji Investment Co., Ltd., a limited
liability company organized under the laws of People's Republic of China; (h) Shanghai Xingsheng Equity Investment & Management Co., Ltd., a limited liability company
organized under the laws of People's Republic of China; (i) Shanghai Xingjing Investment Management Co., Ltd., a limited liability company organized under the laws of People's
Republic of China; (j) Great Zhongou Asset Management (Shanghai) Co., Ltd., a limited liability company organized under the laws of People's Republic of China; (k) Tibet
Great Zhongou New Energy Investment Co., Ltd., a limited liability company organized under the laws of People's Republic of China; (l) Liuan Xinshi Asset
Management Co., Ltd., a limited liability company organized under the laws of People's Republic of China; (m) Changzhou Ruitai Venture Investment
Management Co., Ltd., a limited liability company incorporated under the laws of the People's Republic of China; and (n) Mr. Li Zhu, a citizen of the People's Republic of
China. Filing Persons (b) through (m) are collectively referred to herein as the "Buyer Group."
On
August 1, 2016, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the "merger agreement") which included a plan of merger required to be filed
with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Exhibit A to the merger agreement (the "plan of merger"). If the merger agreement and the plan of
merger are approved and authorized by the Company's shareholders and the other conditions to the closing of the merger (as described below) are met, Merger Sub will merge with and into the Company
(the "merger"), with the Company continuing as the surviving company resulting from the merger.
Under
the terms of the merger agreement, at the effective time of the merger, each outstanding Share (including Shares represented by ADSs), other than (a) Shares (including
Shares represented by ADSs) beneficially owned by the Rollover Securityholders (the "Rollover Securities"), (b) Shares (including Shares represented by ADSs) owned by Parent, Merger Sub or the
Company (as treasury shares, if any), or by any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Company, in each case immediately prior to the effective time of the merger,
(c) Shares (including Shares represented by ADSs) reserved (but not yet allocated) by the Company for settlement upon exercise of Company share awards (each a "Company Share Award") issued by
the Company under any Company Share Plan (as defined below), and (d) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters' rights
under the Companies Law, Cap. 22 (Law 3 of 1961 as consolidated and revised) of the Cayman Islands ("Cayman Islands Companies Law") (the "Dissenting Shares") (Shares described under (a) through
(d) above are collectively referred to herein as the "Excluded Shares"), will be cancelled in exchange for the right to receive $0.232 in cash without interest,
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and
for the avoidance of doubt, because each ADS represents 50 Shares, each issued and outstanding ADS (other than any ADS representing Excluded Shares) will represent the right to surrender the ADS
in exchange for $11.60 in cash per ADS without interest (less $0.05 per ADS cancellation fees and (if applicable) up to $0.02 per ADS depositary services fee pursuant to the terms of the deposit
agreement (the "deposit agreement"), dated December 2, 2008, by and among the Company, The Bank of New York Mellon, (the "ADS depositary") and the holders and beneficial owners of ADSs issued
thereunder), in each case, net of any applicable withholding taxes. The Excluded Shares other than Dissenting Shares will be cancelled for no consideration. The Dissenting Shares will be cancelled for
their fair value as determined in accordance with the Cayman Islands Companies Law.
At
the effective time of the merger, (i) each option to purchase Shares granted under the Company's Amended and Restated Share Incentive Plan, effective as of August 28,
2014 (the "Company Share Plan") that is issued and outstanding immediately prior to the effective time and shall have become vested on or prior to the effective time will be cancelled in exchange for
the right to receive, as soon as practicable (and in any event no more than five business days) after the effective time of the merger, an amount equal to the product of (a) the excess of
$0.232 over the exercise price payable per Share under such option, if any, in cash, without interest and net of any applicable withholding taxes multiplied by (b) the total number of Shares
issuable under such option immediately prior to the effective time, (ii) each option to purchase Shares granted under the Company Share Plan that is issued and outstanding immediately prior to
the effective time and shall not have become vested on or prior to the effective time will be cancelled in exchange for the right to receive a restricted cash award subject to the same vesting
conditions and schedules applicable to such option, in an amount equal to the product of (a) the excess of $0.232 over the exercise price payable per Share under such option, if any, in cash,
without interest and net of any applicable withholding taxes multiplied by (b) the total number of Shares issuable under such option immediately prior to the effective time, and
(iii) each restricted share awarded under the Company Share Plan immediately prior to the effective time will be cancelled in exchange for the right to receive a restricted cash award subject
to the same vesting conditions and schedules applicable to such restricted share, in an amount equal to the product of (a) $0.232 and (b) the total number of Shares underlying such
restricted share, without interest and net of any applicable withholding taxes.
Under
the terms of the rollover and support agreement entered into by and among Parent and the Rollover Securityholders (the "Rollover and Support Agreement") concurrently with the
consummation of the merger, (i) the Rollover Securities shall be cancelled for no consideration; (ii) the Rollover Securityholders shall subscribe for the number of newly issued ordinary
shares of Parent as set forth in the Rollover and Support Agreement; and (iii) the Rollover Securityholders shall vote the Rollover Securities in favor of the merger, in each case, upon the
terms and conditions set forth therein.
The
merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including obtaining the requisite authorization and approval of the
shareholders of the Company. In order for the merger to be completed, the merger agreement, the plan of merger and the merger must be authorized and approved by a special resolution of the Company
passed by an affirmative vote of such shareholders representing two-thirds or more of the Shares (including Shares
represented by ADSs) present and voting in person or by proxy as a single class at the extraordinary general meeting of the shareholders of the Company.
The
Company will make available to its shareholders a proxy statement (the "proxy statement," a preliminary copy of which is attached as Exhibit (a)-(1) to this Transaction
Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote upon, among other proposals, a proposal to
authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger. A copy of the merger agreement is attached to the proxy
statement as Annex A and is
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incorporated
herein by reference. As of the date hereof, the proxy statement is in preliminary form and is subject to completion.
Pursuant
to General Instruction F to Schedule 13E-3, the information contained in the proxy statement, including all annexes thereto, is incorporated in its entirety
herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the proxy statement and the annexes thereto.
Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the proxy statement.
All
information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.
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Item 1 Summary Term Sheet
The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term Sheet"
-
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
Item 2 Subject Company Information
- (a)
- Name
and Address. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
-
- "Summary Term SheetThe Parties Involved in the Merger"
- (b)
- Securities.
The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "The Extraordinary General MeetingRecord Date; Shares and ADSs Entitled to Vote"
-
- "The Extraordinary General MeetingShareholders and ADS Holders Entitled to Vote; Voting Materials"
-
- "Security Ownership of Certain Beneficial Owners and Management of the Company"
- (c)
- Trading
Market and Price. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
-
- "Market Price of the ADSs, Dividends and Other MattersMarket Price of the ADSs"
- (d)
- Dividends.
The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
-
- "Market Price of the ADSs, Dividends and Other MattersDividend Policy"
- (e)
- Prior
Public Offering. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
-
- "Transactions in the Shares and ADSsPrior Public Offerings"
- (f)
- Prior
Stock Purchase. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
-
- "Transactions in the Shares and ADSs"
-
- "Special FactorsRelated Party Transactions"
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Item 3 Identity and Background of Filing Person
- (a)
- Name
and Address. Trina Solar Limited is the subject company. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
-
- "Summary Term SheetThe Parties Involved in the Merger"
-
- "Annex DDirectors and Executive Officers of Each Filing Person"
- (b)
- Business
and Background of Entities. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetThe Parties Involved in the Merger"
-
- "Annex DDirectors and Executive Officers of Each Filing Person"
- (c)
- Business
and Background of Natural Persons. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetThe Parties Involved in the Merger"
-
- "Annex DDirectors and Executive Officers of Each Filing Person"
Item 4 Terms of the Transaction
- (a)
- (1) Material
TermsTender Offers. Not applicable.
- (a)
- (2) Material
TermsMerger or Similar Transactions. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
-
- "Summary Term Sheet"
-
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
-
- "Special Factors"
-
- "The Extraordinary General Meeting"
-
- "The Merger Agreement and Plan of Merger"
-
- "Annex AAgreement and Plan of Merger"
- (b)
- Different
Terms. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetInterests of the Company's Executive Officers and Directors in the Merger"
-
- "Special FactorsInterests of Certain Persons in the Merger"
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Table of Contents
-
- "The Extraordinary General MeetingProposals to be Considered at the Extraordinary General Meeting"
-
- "The Merger Agreement and Plan of Merger"
-
- "Annex AAgreement and Plan of Merger"
- (c)
- Dissenters'
Rights. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetDissenters' Rights of Shareholders"
-
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
-
- "Dissenters' Rights"
-
- "Annex CCompanies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman
IslandsSection 238"
- (d)
- Provisions
for Unaffiliated Security Holders. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
-
- "Provisions for Unaffiliated Security Holders"
- (e)
- Eligibility
of Listing or Trading. Not applicable.
Item 5 Past Contracts, Transactions, Negotiations and Agreements
- (a)
- Transactions.
The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Special FactorsRelated Party Transactions"
-
- "Transactions in the Shares and ADSs"
- (b)
- Significant
Corporate Events. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Special FactorsBackground of the Merger"
-
- "Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Company's Board of Directors"
-
- "Special FactorsBuyer Group Filing Persons' Purpose of and Reasons for the Merger"
-
- "Special FactorsInterests of Certain Persons in the Merger"
-
- "The Merger Agreement and Plan of Merger"
-
- "Annex AAgreement and Plan of Merger"
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- (c)
- Negotiations
or Contacts. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Special FactorsBackground of the Merger"
-
- "Special FactorsPlans for the Company after the Merger"
-
- "Special FactorsInterests of Certain Persons in the Merger"
-
- "The Merger Agreement and Plan of Merger"
-
- "Annex AAgreement and Plan of Merger"
- (d)
- Agreements
Involving the Subject Company's Securities. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
- "Summary Term SheetRollover and Support Agreement"
-
- "Summary Term SheetFinancing of the Merger"
-
- "Special FactorsBackground of the Merger"
-
- "Special FactorsPlans for the Company after the Merger"
-
- "Special FactorsFinancing of the Merger"
-
- "Special FactorsInterests of Certain Persons in the Merger"
-
- "Special FactorsVoting by the Rollover Securityholders at the Extraordinary General Meeting"
-
- "The Merger Agreement and Plan of Merger"
-
- "Transactions in the Shares and ADSs"
-
- "Annex AAgreement and Plan of Merger"
Item 6 Purposes of the Transaction and Plans or Proposals
- (a)
- Use
of Securities Acquired. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term Sheet"
-
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
-
- "Special FactorsBuyer Group Filing Persons' Purpose of and Reasons for the Merger"
-
- "Special FactorsEffect of the Merger on the Company"
-
- "The Merger Agreement and Plan of Merger"
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-
- "Annex AAgreement and Plan of Merger"
- (b)(1)-
- (8)
Plans. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetThe Merger Agreement and Plan of Merger"
-
- "Summary Term SheetPurposes and Effects of the Merger"
-
- "Summary Term SheetPlans for the Company after the Merger"
-
- "Summary Term SheetFinancing of the Merger"
-
- "Summary Term SheetInterests of the Company's Executive Officers and Directors in the Merger"
-
- "Special FactorsBackground of the Merger"
-
- "Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Company's Board of Directors"
-
- "Special FactorsBuyer Group Filing Persons' Purpose of and Reasons for the Merger"
-
- "Special FactorsEffect of the Merger on the Company"
-
- "Special FactorsPlans for the Company after the Merger"
-
- "Special FactorsFinancing of the Merger"
-
- "Special FactorsInterests of Certain Persons in the Merger"
-
- "The Merger Agreement and Plan of Merger"
-
- "Annex AAgreement and Plan of Merger"
Item 7 Purposes, Alternatives, Reasons and Effects
- (a)
- Purposes.
The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetPurposes and Effects of the Merger"
-
- "Summary Term SheetPlans for the Company after the Merger"
-
- "Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Company's Board of Directors"
-
- "Special FactorsBuyer Group Filing Persons' Purpose of and Reasons for the Merger"
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- (b)
- Alternatives.
The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Special FactorsBackground of the Merger"
-
- "Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Company's Board of Directors"
-
- "Special FactorsPosition of the Buyer Group Filing Persons as to the Fairness of the Merger"
-
- "Special FactorsBuyer Group Filing Persons' Purpose of and Reasons for the Merger"
-
- "Special FactorsEffects on the Company if the Merger is not Completed"
- (c)
- Reasons.
The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetPurposes and Effects of the Merger"
-
- "Special FactorsBackground of the Merger"
-
- "Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Company's Board of Directors"
-
- "Special FactorsPosition of the Buyer Group Filing Persons as to the Fairness of the Merger"
-
- "Special FactorsBuyer Group Filing Persons' Purpose of and Reasons for the Merger"
-
- "Special FactorsEffect of the Merger on the Company"
-
- "Special FactorsAlternatives to the Merger"
- (d)
- Effects.
The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetPurposes and Effects of the Merger"
-
- "Special FactorsBackground of the Merger"
-
- "Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Company's Board of Directors"
-
- "Special FactorsEffect of the Merger on the Company"
-
- "Special FactorsPlans for the Company after the Merger"
-
- "Special FactorsEffects on the Company if the Merger is not Completed"
-
- "Special FactorsEffect of the Merger on the Company's Net Book Value and Net Earnings"
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-
- "Special FactorsInterests of Certain Persons in the Merger"
-
- "Special FactorsMaterial U.S. Federal Income Tax Consequences"
-
- "Special FactorsMaterial PRC Tax Consequences"
-
- "Special FactorsMaterial Cayman Islands Tax Consequences"
-
- "The Merger Agreement and Plan of Merger"
-
- "Annex AAgreement and Plan of Merger"
Item 8 Fairness of the Transaction
- (a)-(b)
- Fairness;
Factors Considered in Determining Fairness. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
-
- "Summary Term SheetRecommendations of the Special Committee and the Board of Directors"
-
- "Summary Term SheetPosition of Buyer Group Filing Persons as to Fairness"
-
- "Summary Term SheetInterests of the Company's Executive Officers and Directors in the Merger"
-
- "Special FactorsBackground of the Merger"
-
- "Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Company's Board of Directors"
-
- "Special FactorsPosition of the Buyer Group Filing Persons as to the Fairness of the Merger"
-
- "Special FactorsOpinion of the Special Committee's Financial Advisor"
-
- "Special FactorsInterests of Certain Persons in the Merger"
-
- "Annex BOpinion of Citigroup Global Markets Inc. as Financial Advisor"
- (c)
- Approval
of Security Holders. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetShareholder Vote Required to Authorize and Approve the Merger Agreement and Plan of Merger"
-
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
-
- "The Extraordinary General MeetingVote Required"
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- (d)
- Unaffiliated
Representative. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Special FactorsBackground of the Merger"
-
- "Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Company's Board of Directors"
-
- "Special FactorsOpinion of the Special Committee's Financial Advisor"
- (e)
- Approval
of Directors. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetRecommendations of the Special Committee and the Board of Directors"
-
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
-
- "Special FactorsBackground of the Merger"
-
- "Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Company's Board of Directors"
- (f)
- Other
Offers. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Special FactorsBackground of the Merger"
-
- "Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Company's Board of Directors"
Item 9 Reports, Opinions, Appraisals and Negotiations
- (a)
- Report,
Opinion or Appraisal. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetOpinion of the Special Committee's Financial Advisor"
-
- "Special FactorsBackground of the Merger"
-
- "Special FactorsOpinion of the Special Committee's Financial Advisor"
-
- "Annex BOpinion of Citigroup Global Markets Inc. as Financial Advisor"
- (b)
- Preparer
and Summary of the Report, Opinion or Appraisal. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
-
- "Special FactorsOpinion of the Special Committee's Financial Advisor"
-
- "Annex BOpinion of Citigroup Global Markets Inc. as Financial Advisor"
11
Table of Contents
- (c)
- Availability
of Documents. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
-
- "Where You Can Find More Information"
The
reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its
regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.
Item 10 Source and Amount of Funds or Other Consideration
- (a)
- Source
of Funds. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetFinancing of the Merger"
-
- "Special FactorsFinancing of the Merger"
-
- "The Merger Agreement and Plan of Merger"
-
- "Annex AAgreement and Plan of Merger"
- (b)
- Conditions.
The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetFinancing of the Merger"
-
- "Special FactorsFinancing of the Merger"
- (c)
- Expenses.
The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
-
- "Special FactorsFees and Expenses"
-
- "The Merger Agreement and Plan of MergerTermination Fee"
- (d)
- Borrowed
Funds. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
-
- "Summary Term SheetFinancing of the Merger"
-
- "Special FactorsFinancing of the Merger"
-
- "The Merger Agreement and Plan of MergerFinancing"
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Table of Contents
Item 11 Interest in Securities of the Subject Company
- (a)
- Securities
Ownership. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments"
-
- "Special FactorsInterests of Certain Persons in the Merger"
-
- "Security Ownership of Certain Beneficial Owners and Management of the Company"
- (b)
- Securities
Transaction. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
-
- "Transactions in the Shares and ADSs"
Item 12 The Solicitation or Recommendation
- (a)
- Intent
to Tender or Vote in a Going-Private Transaction. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
-
- "Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments"
-
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
-
- "Special FactorsVoting by the Rollover Securityholders at the Extraordinary General Meeting"
-
- "The Extraordinary General MeetingVote Required"
-
- "Security Ownership of Certain Beneficial Owners and Management of the Company"
- (b)
- Recommendations
of Others. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetRecommendations of the Special Committee and the Board of Directors"
-
- "Summary Term SheetPosition of Buyer Group Filing Persons as to Fairness"
-
- "Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments"
-
- "Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Company's Board of Directors"
-
- "Special FactorsPosition of the Buyer Group Filing Persons as to the Fairness of the Merger"
-
- "The Extraordinary General MeetingOur Board's Recommendation"
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Item 13 Financial Statements
Item 14 Persons/Assets, Retained, Employed, Compensated or Used
- (a)
- Solicitation
or Recommendations. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
-
- "The Extraordinary General MeetingSolicitation of Proxies"
- (b)
- Employees
and Corporate Assets. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
-
- "Summary Term SheetThe Parties Involved in the Merger"
-
- "Special FactorsInterests of Certain Persons in the Merger"
-
- "Annex DDirectors and Executive Officers of Each Filing Person"
Item 15 Additional Information
- (c)
- Other
Material Information. The information contained in the proxy statement, including all annexes thereto, is incorporated herein by reference.
Item 16 Exhibits
- (a)-(1)
- Preliminary
Proxy Statement of the Company dated , 2016.
- (a)-(2)
- Notice
of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.
- (a)-(3)
- Form
of Proxy Card, incorporated herein by reference to Annex H to the proxy statement.
- (a)-(4)
- Form
of ADS Voting Instructions Card, incorporated herein by reference to Annex I to the proxy statement.
14
Table of Contents
- (a)-(5)
- Press
Release issued by the Company, dated August 1, 2016, incorporated herein by reference to Exhibit 99.1 to the Report
on Form 6-K furnished by the Company to the SEC on August 1, 2016.
- (b)-(1)
- * Debt
Commitment Letter, dated July 31, 2016, by and between Jiangsu Panji Investment Co., Ltd. and Industrial
Bank Co., Ltd.
- (b)-(2)
- Amended
and Restated Equity Commitment Letter, dated September 30, 2016, by and among Parent, Changzhou Trina Solar
Energy Co., Ltd. (a limited liability company incorporated under the laws of the People's Republic of China and a wholly-owned subsidiary of the Company, "TCZ") and Jiangsu Panji
Investment Co., Ltd.
- (b)-(3)
- * Equity
Commitment Letter, dated August 1, 2016, by and among Parent, TCZ, Industrial Bank Co., Ltd. and Shanghai
Xingsheng Equity Investment & Management Co., Ltd.
- (b)-(4)
- * Equity
Commitment Letter, dated August 1, 2016, by and among Parent, TCZ, Industrial Bank Co., Ltd. and Shanghai
Xingjing Investment Management Co., Ltd.
- (b)-(5)
- * Equity
Commitment Letter, dated August 1, 2016, by and among Parent, TCZ, Great Zhongou Asset Management
(Shanghai) Co., Ltd. and Tibet Great Zhongou New Energy Investment Co., Ltd.
- (b)-(6)
- * Equity
Commitment Letter, dated August 1, 2016, by and among Parent, TCZ and Liuan Xinshi Asset
Management Co., Ltd.
- (b)-(7)
- Equity
Commitment Letter, dated September 30, 2016, by and among Parent, TCZ and Changzhou Ruitai Venture Investment
Management Co., Ltd.
- (c)-(1)
- Opinion
of Citigroup Global Markets Inc., dated August 1, 2016, incorporated herein by reference to Annex B to the
proxy statement.
- (c)-(2)
- * Discussion
Materials prepared by Citigroup Global Markets Inc. for discussion with the special committee of the board of
directors of the Company, dated August 1, 2016.
- (d)-(1)
- Agreement
and Plan of Merger, dated August 1, 2016, by and among the Company, Parent and Merger Sub, incorporated herein by
reference to Annex A to the proxy statement.
- (d)-(2)
- Rollover
and Support Agreement, dated August 1, 2016, by and among Parent and the Rollover Securityholders, incorporated herein by
reference to Annex E to the proxy statement.
- (d)-(3)
- Limited
Guarantee, dated August 1, 2016, by Jiangsu Panji Investment Co., Ltd., Industrial
Bank Co., Ltd., Shanghai Xingsheng Equity Investment & Management Co., Ltd, Shanghai Xingjing Investment Management Co., Ltd., Great Zhongou Asset
Management (Shanghai) Co., Ltd., Tibet Great Zhongou New Energy Investment Co., Ltd. and Liuan Xinshi Asset Management Co., Ltd., in favor of TCZ,
incorporated herein by reference to Annex F to the proxy statement.
- (d)-(4)
- Assignment
and Assumption Agreement to Limited Guarantee, dated September 30, 2016, by and between Jiangsu Panji
Investment Co., Ltd. and Changzhou Ruitai Venture Investment Management Co., Ltd., in favor of TCZ, incorporated herein by reference to Annex F to the proxy
statement.
15
Table of Contents
- (d)-(5)
- English
translation of the Consortium Agreement, dated July 31, 2016, by Mr. Jifan Gao, Shanghai Xingsheng Equity
Investment & Management Co., Ltd., Shanghai Xingjing Investment Management Co., Ltd., Great Zhongou Asset Management (Shanghai) Co., Ltd. and Liuan
Xinshi Asset Management Co., Ltd., incorporated herein by reference to Annex G to the proxy statement.
- (d)-(6)
- English
translation of the Adherence Agreement to the Consortium Agreement, dated August 24, 2016, by Changzhou Ruitai Venture
Investment Management Co., Ltd., incorporated herein by reference to Annex G to the proxy statement.
- (f)-(1)
- Dissenters'
Rights, incorporated herein by reference to the section entitled "Dissenters' Rights" in the proxy statement.
- (f)-(2)
- Section 238
of the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, incorporated herein
by reference to Annex C to the proxy statement.
- (g)
- Not
applicable.
- *
- Previously
filed on August 26, 2016.
16
Table of Contents
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: September 30, 2016
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Trina Solar Limited |
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By: |
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/s/ Sean Shao
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Name: Sean Shao |
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Title: Member of the Special Committee |
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Fortune Solar Holdings Limited |
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By: |
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/s/ Jifan Gao
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Name: Jifan Gao |
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Title: Director |
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Red Viburnum Company Limited |
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By: |
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/s/ Jifan Gao
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Name: Jifan Gao |
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Title: Director |
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Chunyan Wu |
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/s/ Chunyan Wu
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Wonder World Limited |
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By: |
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/s/ Jifan Gao
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Name: Jifan Gao |
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Title: Authorized Signatory |
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Jiangsu Panji Investment Co., Ltd. |
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By: |
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/s/ Jifan Gao
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Name: Jifan Gao |
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Title: Director |
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Shanghai Xingsheng Equity Investment & Management Co., Ltd. |
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[Company chop is affixed] |
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By: |
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/s/ Xiaoqiang Zhuang
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Name: Xiaoqiang Zhuang |
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Title: Executive Director |
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Shanghai Xingjing Investment Management Co., Ltd. |
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[Company chop is affixed] |
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By: |
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/s/ Bin Xie
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Name: Bin Xie |
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Title: Executive Director |
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Great Zhongou Asset Management (Shanghai) Co., Ltd. |
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[Company chop is affixed] |
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By: |
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/s/ Bu Tang
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Name: Bu Tang |
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Title: Chairman |
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Tibet Great Zhongou New Energy Investment Co., Ltd. |
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[Company chop is affixed] |
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By: |
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/s/ Ran Xu
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Name: Ran Xu |
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Title: General Manager |
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Liuan Xinshi Asset Management Co., Ltd. |
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By: |
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/s/ Zhizhong Cheng
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Name: Zhizhong Cheng |
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Title: General Manager |
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Changzhou Ruitai Venture Investment
Management Co., Ltd. |
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[Company chop is affixed] |
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By: |
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/s/ Li Zhu
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Name: Li Zhu |
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Title: Executive Director |
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Table of Contents
Exhibit Index
- (a)-(1)
- Preliminary
Proxy Statement of the Company dated , 2016.
- (a)-(2)
- Notice
of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.
- (a)-(3)
- Form
of Proxy Card, incorporated herein by reference to Annex H to the proxy statement.
- (a)-(4)
- Form
of ADS Voting Instructions Card, incorporated herein by reference to Annex I to the proxy statement.
- (a)-(5)
- Press
Release issued by the Company, dated August 1, 2016, incorporated herein by reference to Exhibit 99.1 to the Report
on Form 6-K furnished by the Company to the SEC on August 1, 2016.
- (b)-(1)
- * Debt
Commitment Letter, dated July 31, 2016, by and between Jiangsu Panji Investment Co., Ltd. and Industrial
Bank Co., Ltd.
- (b)-(2)
- Amended
and Restated Equity Commitment Letter, dated September 30, 2016, by and among Parent, Changzhou Trina Solar
Energy Co., Ltd. (a limited liability company incorporated under the laws of the People's Republic of China and a wholly-owned subsidiary of the Company, "TCZ") and Jiangsu Panji
Investment Co., Ltd.
- (b)-(3)
- * Equity
Commitment Letter, dated August 1, 2016, by and among Parent, TCZ, Industrial Bank Co., Ltd. and Shanghai
Xingsheng Equity Investment & Management Co., Ltd.
- (b)-(4)
- * Equity
Commitment Letter, dated August 1, 2016, by and among Parent, TCZ, Industrial Bank Co., Ltd. and Shanghai
Xingjing Investment Management Co., Ltd.
- (b)-(5)
- * Equity
Commitment Letter, dated August 1, 2016, by and among Parent, TCZ, Great Zhongou Asset Management
(Shanghai) Co., Ltd. and Tibet Great Zhongou New Energy Investment Co., Ltd.
- (b)-(6)
- * Equity
Commitment Letter, dated August 1, 2016, by and among Parent, TCZ and Liuan Xinshi Asset
Management Co., Ltd.
- (b)-(7)
- Equity
Commitment Letter, dated September 30, 2016, by and among Parent, TCZ and Changzhou Ruitai Venture Investment
Management Co., Ltd.
- (c)-(1)
- Opinion
of Citigroup Global Markets Inc., dated August 1, 2016, incorporated herein by reference to Annex B to the
proxy statement.
- (c)-(2)
- * Discussion
Materials prepared by Citigroup Global Markets Inc. for discussion with the special committee of the board of
directors of the Company, dated August 1, 2016.
- (d)-(1)
- Agreement
and Plan of Merger, dated August 1, 2016, by and among the Company, Parent and Merger Sub, incorporated herein by
reference to Annex A to the proxy statement.
- (d)-(2)
- Rollover
and Support Agreement, dated August 1, 2016, by and among Parent and the Rollover Securityholders, incorporated herein by
reference to Annex E to the proxy statement.
- (d)-(3)
- Limited
Guarantee, dated August 1, 2016, by Jiangsu Panji Investment Co., Ltd., Industrial
Bank Co., Ltd., Shanghai Xingsheng Equity Investment & Management Co., Ltd, Shanghai
Table of Contents
Xingjing
Investment Management Co., Ltd., Great Zhongou Asset Management (Shanghai) Co., Ltd., Tibet Great Zhongou New Energy Investment Co., Ltd. and Liuan
Xinshi Asset Management Co., Ltd., in favor of TCZ, incorporated herein by reference to Annex F to the proxy statement.
- (d)-(4)
- Assignment
and Assumption Agreement to Limited Guarantee, dated September 30, 2016, by and between Jiangsu Panji
Investment Co., Ltd. and Changzhou Ruitai Venture Investment Management Co., Ltd., in favor of TCZ, incorporated herein by reference to Annex F to the proxy
statement.
- (d)-(5)
- English
translation of the Consortium Agreement, dated July 31, 2016, by Mr. Jifan Gao, Shanghai Xingsheng Equity
Investment & Management Co., Ltd., Shanghai Xingjing Investment Management Co., Ltd., Great Zhongou Asset Management (Shanghai) Co., Ltd. and Liuan
Xinshi Asset Management Co., Ltd., incorporated herein by reference to Annex G to the proxy statement.
- (d)-(6)
- English
translation of the Adherence Agreement to the Consortium Agreement, dated August 24, 2016, by Changzhou Ruitai Venture
Investment Management Co., Ltd., incorporated herein by reference to Annex G to the proxy statement.
- (f)-(1)
- Dissenters'
Rights, incorporated herein by reference to the section entitled "Dissenters' Rights" in the proxy statement.
- (f)-(2)
- Section 238
of the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, incorporated herein
by reference to Annex C to the proxy statement.
- (g)
- Not
applicable.
- *
- Previously
filed on August 26, 2016.