Investigation Overview
An investigation on behalf of investors, who currently hold shares of JA Solar Holdings Co., Ltd. (ADR) (NASDAQ:JASO), was announced concerning whether the takeover of JA Solar Holdings Co., Ltd. is unfair to NASDAQ:JASO stockholders.
The investigation by a law firm concerns whether certain officers and directors of JA Solar Holdings Co., Ltd. breached their fiduciary duties owed to NASDAQ:JASO investors in connection with the proposed acquisition.
On November 17, 2017, JA Solar Holdings Co., Ltd. (ADR) (NASDAQ:JASO) announced that it has entered into an agreement and plan of merger with JASO Holdings Limited (Holdco), JASO Parent Limited (Parent), a wholly owned subsidiary of Holdco, and JASO Acquisition Limited (Merger Sub), a wholly owned subsidiary of Parent, pursuant to which the Company will be acquired by an investor consortium in an all-cash transaction implying an equity value of the Company of approximately $362.1 million. Pursuant to the terms of the Merger Agreement, each ordinary share of the Company issued and outstanding immediately prior to the Effective Time (each a Share) will be cancelled and cease to exist in exchange for the right to receive $1.51 in cash without interest, and each American depositary share (each an ADS) of the Company, representing 5 Shares, will be cancelled in exchange for the right to receive $7.55 in cash without interest.
However, given that NASDAQ:JASO shares traded as recently as September 14, 2017 at as high as $8.48 per share, the investigation concerns whether the offer is unfair to JA Solar Holdings Co., Ltd. (ADR) (NASDAQ:JASO stockholders. More specifically, the investigation concerns whether the JA Solar Holdings Co., Ltd. (ADR) (NASDAQ:JASO Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.