Plaintiff's law firm issued a press release on December 21, 2018, announcing the filing of the lawsuit. According to the press release, on July 16, 2018, JA Solar, purported to be one of the world’s largest manufacturers of high-performance solar power products, completed its merger (the “Merger”) with JASO Top Holdings Limited (“JASO Top”), JASO Holdings Limited (“Holdco”), JASO Parent Limited (“Parent”), and JASO Acquisition Limited (“Merger Sub”) pursuant to the agreement and plan of merger dated November 17, 2017 by and among the parties. As a result of the Merger, the Company ceased to be a publicly traded company on the NASDAQ stock exchange.
The Complaint alleges that JA Solar shareholders were misled into accepting consideration from the Merger that was well below fair value for their JA Solar shares. Specifically, Defendants failed to disclose: (1) that the Company’s Proxy materials misrepresented and/or omitted material information that was necessary for Company shareholders to make an informed decision concerning whether to vote in favor of the Merger; (2) that contrary to the representations in the Proxy, the Company already had plans to relist its shares in China prior to closing the Merger and its delisting from the NASDAQ; and (3) as a result, the Company’s statements about its business, operations, and prospects lacked a reasonable basis.
Plaintiff re-filed the Complaint on January 17, 2019. On March 8, the Court issued an Order appointing Co-Lead Plaintiffs and Co-Lead Counsel. Lead Plaintiffs filed a consolidated amended Complaint on June 14. Defendants filed a Motion to Dismiss the consolidated amended Complaint on February 28, 2020. On November 30, the Court issued an Order granting Defendants' Motion to Dismiss. Plaintiffs filed a notice appealing the Court's Dismissal Order on December 29.