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Gushan Environmental (GU) Enters Amended Merger; Offer Price Increases

September 13, 2012 7:59 AM EDT Send to a Friend
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Gushan Environmental Energy Limited (NYSE: GU) 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.




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