NEW YORK, June 4, 2012 /PRNewswire/ -- Gushan Environmental
Energy Limited ("Gushan" or the "Company"; NYSE: GU), a
manufacturer of copper products and a producer of biodiesel in
China, today announced that it has
entered into an agreement and plan of merger (the "Merger
Agreement") with Trillion Energy Holdings Limited ("Parent"), a
British Virgin Islands business
company limited by shares, Trillion Energy Investments Holdings
Limited ("Merger Sub"), a Cayman
Islands exempted company wholly-owned by Parent, and
Mr. Jianqiu Yu, the Company's Chairman and Principal Executive
Officer (the "Buyer"). Parent is wholly-owned by the Buyer. The
Buyer beneficially owns approximately 34.8% of the Company's issued
and outstanding ordinary shares and intends to finance the merger
and the other transactions contemplated by the Merger Agreement
(the "Merger") with his own funds.
Pursuant to the Merger Agreement, (i) upon the terms and
subject to the conditions set forth therein, at the effective time
of the Merger, Merger Sub will be merged with and into the Company
with the Company surviving the Merger and the Company will become a
wholly-owned subsidiary of Parent, and (ii) each ordinary
share of the Company (including ordinary shares represented by
American Depositary Shares ("ADSs"), each of which represents 10
ordinary shares) issued and outstanding immediately prior to the
effective time of the Merger will be cancelled in exchange for the
right to receive US$0.162 (or
US$1.62 per ADS) in cash without
interest, except for the ordinary shares (including ordinary shares
represented by ADSs) (x) beneficially owned by the Buyer,
which will be cancelled without receiving any consideration, and
(y) owned by holders of such ordinary shares who have validly
exercised and not effectively withdrawn or lost their appraisal
rights pursuant to Section 238 of the Cayman Islands Companies
Law, as amended. This represents a 31.71% premium over the closing
price as quoted by Bloomberg L.P. on February 23, 2012 and a 25.78% over the
30-trading day volume weighted average price as quoted by Bloomberg
L.P. on February 23, 2012, the last
trading day prior to the Company's announcement on February 24, 2012 that it had received a "going
private" proposal.
The Company's Board of Directors, acting upon the unanimous
recommendation of the Special Committee formed by the Board of
Directors, approved the Merger Agreement and the Merger and
resolved to recommend that the Company's shareholders vote to
approve and adopt the Merger Agreement and the Merger. The Special
Committee, which is composed solely of directors unrelated to
Parent, Merger Sub or any of the management members of the Company,
negotiated the terms of the Merger Agreement with the assistance of
its financial and legal advisors.
The Merger, which is currently expected to close before the end
of the third quarter of 2012, is subject to the approval at a
meeting of the Company's shareholders, which will be convened to
consider the approval and adoption of the Merger Agreement and the
Merger, by an affirmative vote of both (i) shareholders
representing two-thirds or more of the ordinary shares present and
voting in person or by proxy, including those shares beneficially
owned by the Buyer and those shares voted at the direction of the
Company and (ii) shareholders representing a majority of the total
issued and outstanding ordinary shares, excluding those shares
beneficially owned by the Buyer and those shares voted at the
direction of the Company, as well as certain other customary
closing conditions. The Buyer has agreed to vote all of his shares
to approve and adopt the Merger Agreement and the Merger. If
completed, the Merger will result in the Company becoming a
privately-held company and its ADSs would no longer be listed on
the New York Stock Exchange.
PiperJaffray is serving as financial advisor to the Special
Committee. Akin Gump Strauss Hauer & Feld LLP is serving
as United States legal advisor to
the Special Committee and Walkers is serving as Cayman Islands legal advisor to the Special
Committee. Sidley Austin LLP is serving as United States legal advisor to the Company and
to the Buyer. Conyers Dill
&Pearman is serving as Cayman
Islands legal advisor to the Company.
Additional Information about the Merger
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the proposed
Merger, which will include the Merger Agreement. All parties
desiring details regarding the proposed Merger are urged to review
these documents, which will be available at the SEC's website
(http://www.sec.gov).
In connection with the proposed Merger, the Company will prepare
and mail a proxy statement to its shareholders. In addition,
certain participants in the proposed Merger will prepare and mail
to the Company's shareholders a Schedule 13E-3 transaction
statement. These documents will be filed with or furnished to the
SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ 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. In addition to receiving the proxy
statement and Schedule 13E-3 transaction statement by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC's
website (http://www.sec.gov) or at the SEC's public reference room
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
Gushan Environmental Energy Limited
China Merchants Tower, Room 908
Shun Tak Center
168-200 Connaught Road Central
Sheung Wan
Hong Kong
Telephone: (852) 2587 7212
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 will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the
proposed Merger when it is filed with the SEC. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and Schedule 13E-3
transaction statement and the other relevant documents filed with
the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the proposed Merger
proceed.
Termination of Acquisition of Guangzhou Taiyue Communications
Cable Co. Ltd.
As previously disclosed, on November 3,
2011, True Excel Holdings Limited ("True Excel"), the
Company's 73.3% indirectly owned subsidiary, entered into a share
purchase agreement ("PRC SPA") with Guangzhou Taiyue Communications
Cable Co. Ltd. ("Taiyue"), and its two shareholders, Mr. Fan
Dun Xian and Ms. Wen Chun Xiu (the "Selling Shareholders"),
and the Company and Engen Investments Limited ("Engen," a 73.3%
indirectly owned subsidiary of the Company and the sole shareholder
of True Excel) entered into a share purchase agreement (the "BVI
SPA," and together with the PRC SPA, the "Agreements") with
Mr. Zhang Tiansheng and Cosy South Limited ("Cosy South"), and
Engen's minority shareholders. Under the Agreements, the Company
would acquire a controlling interest in Taiyue,through several
transactions whereby True Excel would acquire 100% of the equity
interest in Taiyue in exchange for (i) up to 20,000,000 newly
issued ordinary shares of Gushan, and (ii) up to a 10.63%
interest in Engen, to be issued over a period of three years
subject to an earn-out arrangement.
On May 29, 2012, True Excel,
Taiyue and the Selling Shareholders terminated the PRC SPA and the
Company, Engen, Mr. Zhang Tiansheng and Cosy South terminated
the BVI SPA. Pursuant to these termination agreements, all rights
and obligations under the Agreements were terminated effective
immediately without any liability to any party thereto and each of
the parties to the Agreements waived and released any existing or
future claims against any other party in connection with the
Agreements.
Amendments to Earn-Out Arrangements
As previously disclosed, on September 22,
2010, the Company entered into definitive agreements to
acquire a controlling interest in Mian Yang Jin Xin Copper Company
Limited, including a stock purchase agreement (the "Jin Xin SPA")
between the Company, Engen,Gold Hero Holdings Limited ("Gold
Hero"), and Silver Harvest Holdings Limited ("Silver Harvest").
Under the Jin Xin SPA, the Company was required to place
18 million ordinary shares (the "Jin Xin Earn-Out Shares")
into escrow to be released to Gold Hero in stages pursuant to a
three-year earn-out arrangement that is tied to the financial
performance of Jin Xin (the "Jin Xin
Earn-Out Arrangement"). As of the date hereof, 6 million Jin Xin
Earn-Out Shares have been released to Gold Hero and 12 million Jin
Xin Earn-Out Shares remain in escrow subject to the Jin Xin
Earn-Out Arrangement.
On June 4, 2012, the Company and
Engen entered into a deed of amendment to the Jin Xin SPA with Gold
Hero and Silver Harvest that will become effective if and when the
Merger is consummated. Under the amended Jin Xin SPA, (i) in lieu
of releasing Jin Xin Earn-Out Shares to Gold Hero, the Company
would be required to pay Gold Hero an amount in cash equal to
US$0.162 for each Jin Xin Earn-Out
Share that it would have otherwise been entitled to receive under
the Jin Xin Earn-Out Arrangement and (ii) the remaining Jin Xin
Earn-Out Shares held in escrow would be cancelled upon the
consummation of the Merger.
As previously disclosed, on July 27,
2011, the Company entered into definitive agreements to
acquire a controlling interest in Hunan Yin LianXiangbei Copper
Company Limited, including a share purchase agreement (the
"Xiangbei SPA") between the Company, Engen, Gold Wide Enterprises
Limited ("Gold Wide"), Silvery Boom Limited ("Silvery Boom"), Gold
Hero, and Silver Harvest. Under the Xiangbei SPA, the Company is
required to issue up to 20 million ordinary shares (the "Xiangbei
Earn-Out Shares") to Gold Wide and Silvery Boom in stages pursuant
to a three-year earn-out arrangement that is tied to the financial
performance of Xiangbei (the "Xiangbei Earn-Out Arrangement"). As
of the date hereof, approximately 3.1 million Xiangbei Earn-Out
Shares have been issued by the Company to Gold Wide and Silvery
Boom and approximately 16.9 million Xiangbei Earn-Out Shares remain
issuable pursuant to the Xiangbei Earn-Out Arrangement.
In addition, under the Xiangbei SPA, the Company is required to
issue ordinary shares (the "Guarantee Shares") with a value of up
to RMB20.0 million to Gold Wide and
Silvery Boom if the volume weighted average trading price of the
Company's ordinary shares over the 30 calendar day period
immediately following the public announcement of the Company's
annual financial results for 2013 is below US$1.25 per ordinary share (or US$12.50 per ADS) (the "Share Price
Guarantee").
On June 4, 2012, the Company and
Engen entered into a deed of amendment to the Xiangbei SPA with
Gold Wide, Silvery Boom, Gold Hero and Silver Harvest that will
become effective if and when the Merger is consummated. Under the
amended Xiangbei SPA, (i) in lieu of issuing Xiangbei Earn-Out
Shares to Gold Wide and Silvery Boom, the Company would be required
to pay each of Gold Wide and Silvery Boom amounts in cash equal to
US$0.162 for each Xiangbei Earn-Out
Share that they would have otherwise been entitled to receive under
the Xiangbei Earn-Out Arrangement and (ii) in lieu of issuing
Guarantee Shares to Gold Wide and Silvery Boom, the Company would
be required to pay each of Gold Wide and Silvery Boom an amount in
cash equal to US$0.162 for each
Guarantee Share that they would have otherwise been entitled to
receive under the Share Price Guarantee.
About Gushan Environmental Energy Limited
Gushan operates a copper products business in China that manufactures copper rods, copper
wires, copper granules and copper platesprimarily from recycled
copper. Currently, Gushan's copper products business has two
production facilities, with an aggregate daily production capacity
of approximately 210 tons of recycled copper products. Gushan also
produces biodiesel, a renewable, clean-burning and biodegradable
fuel and a raw material used to produce chemical products,
primarily from used cooking oil, and by-products from biodiesel
production, including glycerine and plant asphalt. Gushan sells
biodiesel directly to users, such as marine vessel operators and
chemical factories, as well as to petroleum wholesalers and
individual retail gas stations. The Company has seven production
facilities, located in the Sichuan, Hebei, Fujian
and Hunan provinces and in
Beijing, Shanghai and Chongqing, with a combined annual production
capacity of 490,000 tons. Currently, only Gushan's Sichuan production facility is in
operation.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
be identified by words such as "will," "may," "expect,"
"anticipate," "aim," "target," "intend," "plan," "believe,"
"estimate," "potential," "continue," and other similar statements.
Statements other than statements of historical facts in this press
release are forward-looking statements, including but not limited
to, the Company's expectations regarding the expansion of its
production capacities, its future business development, and its
beliefs regarding its production output. These forward-looking
statements involve known and unknown risks and uncertainties and
are based on current expectations, assumptions, estimates and
projections about the Company and the industry. Important risks and
uncertainties that could cause the Company's actual results to be
materially different from expectations include but are not limited
to the effect of any applicable government policy, law or
regulation, of natural disasters, and of intensifying competition
in the biodiesel and alternative energy industries, the
availability of suitable raw materials to the Company, and the
risks set forth in the Company's filings with the U.S. Securities
and Exchange Commission ("SEC"), including on Form 20-F. The
Company undertakes no obligation to update forward-looking
statements, except as may be required by law. Although the Company
believes that the expectations expressed in these forward-looking
statements are reasonable, it cannot assure you that its
expectations will turn out to be correct, and investors are
cautioned that actual results may differ materially from the
anticipated results.
For further information, please contact:
|
|
|
US
|
|
Asia
|
Elizabeth
Cheek
|
|
Chan
KwaiSeng
|
H+K
Strategies (New York)
|
|
H+K
Strategies (Hong Kong)
|
Tel:
(1) 212 885 0682
|
|
Tel:
(852) 2894 6314
|
Email:
elizabeth.cheek@hkstrategies.com
|
|
Email:
kwaiseng.chan@hkstrategies.com
|
SOURCE Gushan Environmental Energy Limited