NEW YORK, Sept. 13, 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 amendment (the
"Amendment") to its previously announced agreement and plan of
merger (the "Merger Agreement" and as amended, the "Amended Merger
Agreement") with Trillion Energy Holdings Limited (the "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 Amended Merger
Agreement (the "Merger") with his own funds.
Pursuant to the Amendment, the consideration payable to ordinary
shareholders is increased from US$0.162 to US$0.165 per ordinary share (or US$1.62 to US$1.65 per American Depositary Share
("ADS")), in cash without interest (the "Revised Merger
Consideration"). The Revised Merger Consideration represents a
34.15% premium over the closing price as quoted by Bloomberg L.P.
on February 23, 2012 and a 28.11% 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.
In addition, the Amendment revises the required shareholder vote
at the upcoming extraordinary general meeting of the Company's
shareholders for the approval and adoption of the Amended Merger
Agreement, and the Merger (the "Revised Requisite Company Vote").
Under the Revised Requisite Company Vote, the Amended Merger
Agreement and the Merger, require an affirmative vote of both
(i) shareholders representing two-thirds or more of the
ordinary shares present and voting in person or by proxy as a
single class and (ii) shareholders representing a majority of
the ordinary shares present and voting in person or by proxy as a
single class, excluding those shares beneficially owned by the
Buyer and those shares voted at the direction of the Company.
The Company's Board of Directors, acting upon the unanimous
recommendation of the Special Committee formed by the Board of
Directors, has approved the Amendment, the Amended Merger Agreement
and the Merger, and resolved to recommend that shareholders and ADS
holders of the Company vote to approve and adopt the Amended Merger
Agreement and the Merger.
The Company proposes that the chairman of the extraordinary
general meeting of the Company's shareholders, which is scheduled
for September 20, 2012, adjourn such
meeting to October 15, 2012 in order
to provide shareholders and ADS holders with additional time to
consider the changes to the Merger effected by the Amendment,
including the Revised Merger Consideration and the Revised
Requisite Company Vote, and to review updated proxy materials,
which the Company expects to send to shareholders promptly. Notice
of any such adjournment will be given in accordance with the
Articles of Association of the Company.
The record date for the extraordinary general meeting has not
changed. ADS holders of record as of August
10, 2012 and shareholders of record as of September 6, 2012 remain entitled to vote at the
extraordinary general meeting. Shareholders who have previously
submitted their proxy, and who do not want to change their vote,
need not take any action. Shareholders who have previously
submitted their proxy and who want to change their vote should
follow the instructions that will be included in the updated proxy
materials to be mailed to holders of ordinary shares and ADSs.
Shareholder with questions about the Merger or how to vote their
shares (or how to change a prior vote of their shares) should call
the Company's proxy solicitor, MacKenzie Partners, Inc. at (212)
929-5500 or toll free at (800) 322-2885.
The Merger is currently expected to close in the fourth quarter
of 2012, subject to the Revised Requisite Company Vote being
obtained and the satisfaction of certain other customary closing
conditions.
Additional Information about the Merger
In connection with the proposed Merger, the Company has filed a
definitive proxy statement and other materials with the Securities
and Exchange Commission (the "SEC") and expects to file
supplementary proxy materials with 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 supplementary proxy materials
and amended 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 is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to
the proposed Merger that was filed with the SEC. Additional
information regarding the interests of such potential participants
is also included in the definitive proxy statement and
Schedule 13E-3 transaction statement filed with the SEC.
This announcement is neither a solicitation of a 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.
About Gushan Environmental Energy Limited
Gushan operates a copper products business in China that manufactures copper rods, copper
wires, copper granules and copper plates primarily 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:
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US
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Asia
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Elizabeth
Cheek
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Lauren
Cheng
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H+K
Strategies (New York)
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H+K
Strategies (Hong Kong)
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Tel: (1)
212 885 0682
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Tel: (852)
2894 6203
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Email:
elizabeth.cheek@hkstrategies.com
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Email:
lauren.cheng@hkstrategies.com
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SOURCE Gushan Environmental Energy Limited