Maso Capital Investments Ltd and another (Respondents) v Trina Solar Ltd (Appellant) (Cayman Islands)

Case summary

Case ID

JCPC/2023/0091

Jurisdiction

Cayman Islands

Parties

Appellant(s)

Trina Solar Ltd

Respondent(s)

Maso Capital Investments Ltd, Blackwell Partners LLC - Series A

Issue

Did the Court of Appeal err by disturbing the trial Judge’s share valuation methodology?

Facts

Changzhou Trina Solar Energy Co Limited (“Trina”) is an exempted limited company incorporated under the law of the Cayman Islands. From 2006, Trina’s American Depository Shares (“ADS”) were listed on the New York Stock Exchange. The First and Second Respondents (“the Respondent Dissenters”) were the registered owners of 1.75% of its shares. In December 2015, a consortium of buyers submitted a proposal to acquire all the shares in Trina. In accordance with the proposal and after a vote, the merger was completed on 13 March 2017. Prior to the merger, the Respondent Dissenters each provided a written notice of objection pursuant to s.238(2) and 238(3) of the Companies Law (2017 Revision). On 9 May 2017, Trina filed a petition pursuant to s.238(9) of the Companies Law which requires the Court to determine the fair value of the Respondent Dissenters’ shares. The trial Judge determined that the fair value was to be derived in the proportions 30:45:25 as between Market Price; Merger Price and DCF (Discounted Cash Flow) valuation. It was held that the fair value of the Dissenters' shares was US$0.235 per shares (US$11.75 per ADS). The Dissenters appealed the trial Judge’s fair value determination. The Cayman Islands Court of Appeal (“CA”) determined that the Merger Price should not have been used because of the trial Judge’s factual findings that there were defects in the merger process. Since the trial Judge was entitled to allocate a weighting of 30% to Market Price, it followed that the weighting for the DCF method should be increased from 25% to 70%. The CA ordered the determination of the fair value of the Dissenters’ shares be remitted to the trial Judge to apply its adjustments. Trina now appeals to the Privy Council against the CA Order.

Date of issue

13 November 2023

Appeal

Justices

Lord Lloyd-Jones

Lord Hamblen

Lord Leggatt

Lord Burrows

Lord Justice Popplewell

Hearing dates

Start date

8 July 2025

End date

8 July 2025

Watch hearings

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