CARLSTADT, N.J., March 18, 2016 /PRNewswire/ -- Jinpan
International Limited (Nasdaq: JST), a leading designer,
manufacturer, and distributor of cast resin transformers, today
announced that it would call a general meeting of shareholders (the
"Meeting) to be held at 10:00 a.m. on April 18, 2016 (Beijing Time). The Meeting will
be held at the Company's principal executive office located at No.
168 Nanhai Avenue (Building No. 7), Haikou Free Trade Zone,
Haikou, Hainan, People's
Republic of China, to consider and vote on, among other
things, the proposal to authorize and approve the previously
announced agreement and plan of merger dated as of January 24, 2016 (the "Merger Agreement"), by and
among the Company, FNOF E&M Investment Limited ("Parent") and
Silkwings Limited ("Merger Sub"), the plan of merger, and the
transactions contemplated by the merger agreement, including the
merger.
Pursuant to the Merger Agreement, the Merger Sub will merge with
and into the Company, with the Company continuing as the surviving
company and a wholly owned subsidiary of Parent. If
completed, the merger will result in the Company becoming a
privately held company and its common shares will no longer be
listed on NASDAQ Global Select Market. Immediately
following the consummation of the merger, Parent will be
beneficially owned by Mr. Zhiyuan
Li, the Company's Chairman and Chief Executive Officer, Ms.
Yuqing Jing, the Company's Secretary
and wife of Mr. Li, and Forebright Smart Connection Technology
Limited, a company established under the laws of the Hong Kong
Special Administrative Region of the
People's Republic of China.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee formed by the board of
directors that consist of independent directors unaffiliated with
he buyer parties, approved the Merger Agreement, and the
transactions contemplated thereby, including the Merger, and
resolved to recommend that the Company's shareholders vote to
authorize and approve the Merger Agreement, the plan of merger, and
the transactions contemplated thereby, including the merger.
Shareholders of record as of the close of business in the
British Virgin Islands on
March 17, 2016 will be entitled to
vote at the Meeting and any adjournment thereof. Additional
information regarding the Meeting and the Merger Agreement can be
found in the transaction statement on Schedule 13E-3 and the proxy
statement attached as Exhibit (a)-(1) thereto, as amended, filed
with the U.S. Securities and Exchange Commission (the "SEC"), which
can be obtained, along with other filings containing information
about the Company, the proposed merger and related matters, without
charge, from the SEC's website (www.sec.gov). SHAREHOLDERS ARE
URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND
OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed merger. Further information regarding persons who may be
deemed participants, including any direct or indirect interests
they may have, is also set forth in the definitive proxy
statement.
No Offer or Solicitation
The information in this communication is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
About Jinpan International Limited
Jinpan International Limited (NASDAQ: JST) designs,
manufactures, and markets electrical control and distribution
equipment used in demanding industrial applications, utility
projects, renewable energy installations, and infrastructure
projects. Major products include cast resin transformers, VPI
transformers and reactors, switchgears, and unit substations.
Jinpan serves a wide range of customers in China and reaches international markets as a
qualified supplier to leading global industrial electrical
equipment manufacturers. Jinpan is one of the largest
manufacturers of cast resin transformers in China by production capacity. Jinpan's
four manufacturing facilities in China are located in the cities of
Haikou, Wuhan, Shanghai and Guilin. The Company was founded
in 1993. Its principal executive offices are located in
Haikou, Hainan, China and its United States office is based in Carlstadt, New Jersey. For more
information, visit www.jinpaninternational.com.
Safe Harbor Provision
This press release contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
based on management's current expectations and observations and
involve known and unknown risks, and uncertainties or other factors
not under the Company's control, which may cause actual results,
performance or achievements of the company to be materially
different from the results, performance or other expectations
implied by these forward-looking statements. These factors are
listed from time-to-time in our filings with the Securities and
Exchange Commission, including, without limitation, our Annual
Report on Form 20-F for the period ended December 31, 2014 and our subsequent reports on
Form 6-K. Except as required by law, we are not under any
obligation, and expressly disclaim any obligation, to update or
alter any forward-looking statements, whether as a result of new
information, future events or otherwise.
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SOURCE Jinpan International
