19 02 2016

Ming Yang Enters Into Definitive Merger Agreement For Going Private Transaction

Simpson Thacher is representing the buyer consortium in connection with a going private transaction involving China Ming Yang Wind Power Group Limited (“China Ming Yang”) proposed by a consortium led by Mr. Chuanwei Zhang, chairman and chief executive officer of China Ming Yang. The consortium comprises Mr. Zhang, his spouse, Ms. Ling Wu, and certain of their affiliates, Anhui Zhongan Xinzhao Private Equity Investment LLP, Guangzhou Huifu Kaile Investment (L.P.) and Dajun Guangcheng (Shanghai) Capital Fund I, L.P.

China Ming Yang has entered into a definitive merger agreement with Zhongshan Ruisheng Antai Investment Co., Ltd, a newly formed PRC company owned by the Consortium (“Holdco”), Regal Concord Limited, a BVI company owned by a wholly owned subsidiary of Holdco (“Parent”) and Regal Ally Limited, a Cayman Islands company wholly owned by Parent (“Merger Sub”), pursuant to which Parent will acquire China Ming Yang for US$2.51 per ordinary share or per American Depositary Share (ADS). The transaction values China Ming Yang’s equity at approximately US$408 million. The Consortium intends to finance the proposed transaction with a combination of cash contributions from the Consortium members pursuant to equity commitment letters in an aggregate amount of approximately US$127 million, and debt financing in an amount up to approximately US$106 million pursuant to a debt commitment letter provided by China Construction Bank Guangdong Branch. In addition, Mr. Zhang, Ms. Wu and certain of their affiliates, as well as certain other shareholders, will rollover their shares. The transaction is subject to customary closing conditions, including the requisite approval of the merger by China Ming Yang’s shareholders. China Ming Yang is a leading wind energy solution provider in China, focusing on designing, manufacturing, selling and servicing mega-watt-class wind turbines. China Ming Yang’s ADSs are listed on the NYSE under the symbol “MY.” The Simpson Thacher team includes Leiming Chen (Picture), Ian Ho and Erik Wang (M&A); Christopher Bell and Jackie Kahng (Financing); Tristan Brown and Linda Barrett (Executive Compensation and Employee Benefits); and Katharine Moir and Tanvi Mirani (Tax). Involved fees earner: Leiming Chen - Simpson Thacher & Bartlett; Ian Ho - Simpson Thacher & Bartlett; Erik Wang - Simpson Thacher & Bartlett; Christopher Bell - Simpson Thacher & Bartlett; Jackie Joohee Kahng - Simpson Thacher & Bartlett; Tristan Brown - Simpson Thacher & Bartlett; Linda Barrett - Simpson Thacher & Bartlett; Katharine Moir - Simpson Thacher & Bartlett; Tanvi Mirani - Simpson Thacher & Bartlett;

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