NEW YORK, Sept. 20, 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 the results of its Extraordinary General Meeting
("EGM") held on September 20,
2012.
As previously announced by the Company on September 13, 2012, it 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 ("Parent"), a
British Virgin Islands business
company limited by shares, Trillion Energy Investments Holdings
Limited, a Cayman Islands exempted
company wholly-owned by Parent, and Mr. Jianqiu Yu, the
Company's Chairman and Principal Executive Officer (the "Buyer").
Pursuant to the Amended Merger Agreement, (i) the consideration
payable to ordinary shareholders was 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 and (ii) the required
shareholder vote at the EGM for the approval and adoption of the
Amended Merger Agreement and the merger contemplated therein (the
"Merger") was revised to 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.
At the EGM, shareholders approved the ordinary resolution to
adjourn the EGM to October 15, 2012
in order to provide ADS holders and shareholders with additional
time to consider the changes to the Merger Agreement effectuated by
the Amendment and to review the updated proxy materials. The
adjourned EGM will be held at Unit 908, China Merchants Tower,
168-200 Connaught Road Central, Sheung
Wan, Hong Kong at
11:00 a.m., local time. The Company
will post to shareholders a notice of the adjourned EGM in
accordance with its Articles of Association.
The record date for the adjourned EGM 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
adjourned EGM. ADS holders and shareholders who have
previously submitted their voting instructions or proxy, and who do
not want to change their vote, are not required to take any action.
ADS holders and shareholders who have previously submitted their
voting instructions or proxy and who want to change their vote
should follow the instructions included in the updated proxy
materials that will be posted to them. For ADS holders and
shareholders who have not submitted their voting instructions or
proxy or want to change their vote, the extended deadline to submit
their voting instructions or proxy is 5:00
p.m. (New York City time)
on October 8, 2012 and October 11, 2012, respectively.
Additional Information about the Merger
In connection with the proposed Merger, the Company has filed a
definitive proxy statement and other materials, including
supplementary proxy materials, with the Securities and Exchange
Commission (the "SEC"). INVESTORS AND SHAREHOLDERS ARE URGED TO
CAREFULLY READ IN THEIR ENTIRETY THESE MATERIALS AND OTHER
MATERIALS, INCLUDING SUPPLEMENTARY PROXY MATERIALS, FILED WITH OR
FURNISHED TO THE SEC, AS THEY 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 will also 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.
SOURCE Gushan Environmental Energy Limited