The merger between Trina Solar Limited (ADR) (NYSE:TSL) and Red Viburnum has been completed and has resulted in the former ceasing to be publicly traded. Fortune Solar Holdings, which wholly owned Red Viburnum, will also wholly own the entity resulting from the merger.
The merger agreement terms stipulate that stockholders who held Trina Solar’s ordinary shares prior to the merger are entitled to get a cash amount of $0.232 in exchange for each share they hold. There will be no interest payable. Holders of American depositary shares will, on the other hand, get a cash amount of $11.60 for every ADS they held. There will also be no interest payable on the ADS shares. Payments to the holders of ADS will be made by The Bank of New York Mellon.
Cayman Island laws
The only shares that won’t be cancelled and their holders will get paid a cash amount are those belonging to the CEO and chairman of Trina Solar, Jifan Gao. Another exception will be the shareholders who still retain a right to dissent as per Cayman Islands corporate laws
Instructions as to how the surrendering of share certificates is to be done will be given to shareholders by a paying agent who will also avail letters of transmittal. It is recommended that certificated shareholders wait for letters of transmittal prior to giving up their share certificates. It may take longer for uncertificated shareholders to get their cash amount.
American Depositary Shares
Following the developments Trina Solar has requested that its American Depositary Shares be suspended from trading on the NYSE. This follows the company’s request to the NYSE to notify the U.S. Securities and Exchange Commission of Trina Solar’s intention to deregister and delist. It will take about 90 days before the deregistration becomes effective.
In 10 days, Trina Solar will also fill Form 15 which will allow it suspend reporting obligations to the Securities and Exchange Commission. Reporting obligations will stand suspended the moment the form is filled. Termination will however only take place upon deregistration taking effect.
In Monday’s trading session, shares of Trina Solar Limited edged up by 0.09% to close the day at $11.54.