According to the Complaint, Plaintiff, a stockholder of JA Solar Holdings Co. Ltd. (“JASO” or the “Company”) brings this action against the members of JASO’s Board of Directors (the “Board” or the “Individual Defendants”) for their violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934, arising out of their attempt to sell the Company to JASO Top Holdings Limited (“Topco”), JASO Holdings Limited (“Holdco”), JASO Parent Limited (“Parent”), and JASO Acquisition Limited (“Merger Sub,” and collectively with Jin, Topco, Holdco, and Parent, the “Buyer Parties”) in a go-private transaction.
On December 11, 2017, the Buyer Parties filed a Schedule 13E-3 containing a preliminary proxy statement (the “Proxy”) with the SEC. The Complaint alleges that the Proxy is materially deficient and misleading because, inter alia, it fails to disclose material information regarding the background of the process leading up to the Proposed Transaction, the financial projections for the Company provided to the Special Committee and its financial advisor, Houlihan Lokey (China) Limited (“Houlihan Lokey”), a GAAP reconciliation of the non-GAAP financial measures contained in the Company’s projections, and the financial analysis performed by Houlihan Lokey. The Complaint further alleges that without additional information, the Proxy is materially misleading in violation of federal securities laws.
This case was voluntarily dismissed on February 22, 2018.