Form 6-K Trina Solar LTD For: Nov 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2016
Commission File Number: 001-33195
TRINA SOLAR LIMITED
No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TRINA SOLAR LIMITED | |
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By: |
/s/ Merry Ying Xu |
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Name: |
Merry Ying Xu |
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Title: |
Interim Chief Financial Officer |
Date: November 7, 2016
[Signature Page to Form 6-K]
Exhibit 99.1
Trina Solar Announces Extraordinary General Meeting of Shareholders
CHANGZHOU, China, November 7, 2016 /PRNewswire/ Trina Solar Limited (NYSE: TSL) (Trina Solar or the Company), a global leader in photovoltaic (PV) modules, solutions, and services, today announced that it has called an extraordinary general meeting of shareholders (the EGM), to be held at 10:00 a.m. Beijing Time on December 16, 2016, at the board room, Changzhou Trina Solar Energy Co., Ltd., No. 2 Tian He Road, Electronics Park, New District, Changzhou, Jiangsu, Peoples 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 (the Merger Agreement) dated August 1, 2016 by and among Fortune Solar Holdings Limited (Parent), Red Viburnum Company Limited (Merger Sub) and the Company, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (as defined below), substantially in the form attached as Exhibit A to the Merger Agreement (the Plan of Merger) and the transactions contemplated thereby (including the Merger).
Pursuant to the Merger Agreement and the Plan of Merger, Merger Sub will merge with and into the Company (the Merger), with the Company continuing as the surviving company and a wholly-owned subsidiary of Parent in accordance with Cayman Islands Companies Law. If completed, the Merger will result in the Company becoming a privately held company, the Companys American depositary shares (each representing fifty ordinary shares of the Company, ADSs) will no longer be listed on the New York Stock Exchange and the American depositary shares program for the Companys ADSs will terminate. In addition, the Companys ADSs and ordinary shares represented by the ADSs will cease to be registered under Section 12 of the Securities Exchange Act of 1934 following the consummation of the Merger.
The Companys board of directors, acting upon the unanimous recommendation of the special committee of the board of directors of the Company comprised solely of independent directors unaffiliated with Parent or Merger Sub or any member of the buyer group or the management of the Company, authorized and approved the Merger Agreement, the Plan of Merger and the transactions contemplated thereby (including the Merger) and recommended that the Companys shareholders and ADS holders vote FOR, among other things, the proposal 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 Cayman Islands on December 5, 2016 will be entitled to attend and vote at the EGM. ADS holders as of the close of business in New York City on November 14, 2016 will be entitled to instruct The Bank of New York Mellon, the ADS depositary, to vote the ordinary shares represented by the ADSs at the EGM.
Additional information regarding the EGM 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 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 SECs website (http://www.sec.gov). In addition, the Companys proxy materials (including the definitive proxy statement) will be mailed to shareholders and ADS holders.
SHAREHOLDERS AND ADS HOLDERS 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 Schedule 13E-3 transaction statement relating to the proposed Merger and the definitive proxy statement attached thereto. 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.
This announcement is neither a solicitation of proxies, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for the proxy statement and other materials that have been or will be filed with or furnished to the SEC.
About Trina Solar Limited
Trina Solar Limited (NYSE: TSL) is a global leader in photovoltaic modules, solutions and services. Founded in 1997 as a PV system integrator, Trina Solar today drives smart energy together with installers, distributors, utilities and developers worldwide. The Companys industry-leading position is based on innovation excellence, superior product quality, vertically integrated capabilities and environmental stewardship. For more information, please visit www.trinasolar.com.
Safe Harbor and Informational Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as if, will, expected, and similar statements. Forward-looking statements involve inherent risks, uncertainties and assumptions. Risks, uncertainties and assumptions include: uncertainties as to how the Companys shareholders will vote at the EGM; the possibility that competing offers will be made; the expected timing of the completion of the Merger; the possibility that various closing conditions for the transaction may not be satisfied or waived; and other risks and uncertainties discussed in documents filed with the SEC by the Company (including the Schedule 13E-3 transaction statement and the proxy statement attached thereto). These forward-looking statements reflect the Companys expectations as of the date of this press release. You should not rely upon these forward-looking statements as predictions of future events. The Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Trina Solar Limited |
Christensen IR |
Merry Xu, |
Linda Bergkamp |
Interim CFO |
Phone: +1 480 614 3014 (US) |
Email: [email protected] |
Email: [email protected] |
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Yvonne Young |
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Investor Relations Director |
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Email: [email protected] |
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