Why $JST is UP 35% #PreMarketGainers @ $5.70 ?

CARLSTADT, N.J., Jan. 25, 2016 /PRNewswire/ -- Jinpan International Limited (Nasdaq: JST), a leading designer, manufacturer, and distributor of cast resin transformers, today announced that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with FNOF E&M Investment Limited ("Parent"), a limited liability company incorporated under the laws of the British Virgin Islands, and Silkwings Limited ("Merger Sub"), a limited liability company incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Parent, pursuant to which Parent will acquire the Company for US$6.00 per common share of the Company.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger (the "Effective Time"), Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent (the "Merger").  At the Effective Time, each of the Company's common shares issued and outstanding immediately prior to the Effective Time  will be cancelled in exchange for the right to receive US$6.00 per share in cash and without interest, except for the excluded shares (the "Excluded Shares"), which include (i) common shares (the "Rollover Shares") beneficially owned by Mr. Zhiyuan Li ("Mr. Li")  and his affiliates (the "Rollover Shareholders") , (ii) common shares owned by holders of common shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 179 of the BVI Companies Act, 2004, as amended ("Dissenting Shares"), and (iii) common shares owned by the Company or any direct or indirect wholly-owned subsidiary of the Company.  Each Excluded Share (other than the Dissenting Shares) issued and outstanding immediately prior to the Effective Time, by virtue of the merger and without any action on the part of its holder, shall be cancelled and shall cease to exist as of the Effective Time, and no consideration shall be delivered with respect thereto.

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By: Jinpan International Limited | PRNewswire

Jinpan International Limited Enters Into A Merger Agreement

Jan.