Gushan Environmental Energy Limited Announces Completion of Going
Private Transaction
NEW YORK, Oct. 17, 2012 /PRNewswire/ -- Gushan
Environmental Energy Limited ("Gushan" or the "Company"; NYSE: GU),
a manufacturer of copper products and a producer of biodiesel in
China, announced today the
completion of the merger contemplated by the previously announced
agreement and plan of merger dated June 4,
2012, as amended on September 13,
2012 (the "Amended Merger Agreement"), among 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 ("Merger Sub"), Mr. Jianqiu Yu, the Company's
Chairman and Principal Executive Officer (the "Buyer") and the
Company. As a result of the merger, the Company became a wholly
owned subsidiary of Parent.
Under the terms of the Amended Merger Agreement, which was
approved by the Company's shareholders at an extraordinary general
meeting of shareholders held on October 15,
2012, each ordinary share of the Company ("Share") issued
and outstanding immediately prior to the effective time of the
merger, other than (i) Shares beneficially owned by the Buyer, and
(ii) Shares owned by shareholders who have validly exercised
and have not effectively withdrawn or lost their appraisal rights
under the Companies Law Cap. 22 (Law 3 of 1961) as amended and
revised of the Cayman Islands (the
"Dissenting Shares"), has been cancelled in exchange for the right
to receive US$0.165 per Share and
each American depositary share ("ADS"), each representing 10
Shares, represents the right to receive US$1.65 per ADS (less US$0.05 per ADS cancellation fees), in each case,
in cash without interest and net of any applicable withholding
taxes.
Registered holders of Shares and ADSs represented by share or
ADS certificates, other than the Dissenting Shares, will receive a
letter of transmittal and instructions on how to surrender their
certificates in exchange for the merger consideration and should
wait to receive the letter of transmittal before surrendering their
certificates. Payment will be made to surrendering registered ADS
holders and holders of ADSs in un-certificated form as soon as
practicable after The Bank of New York Mellon, the Company's
depositary, receives the merger consideration. For any questions
relating to the surrender and payment procedures, holders of Shares
may contact the Company at +852 2587 7212 and holders of ADSs may
contact The Bank of New York Mellon toll free at +1 866 300 4353
(or +1 201 680 6921 outside of the United
States).
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange ("NYSE") be suspended.
The Company requested the NYSE to file a Form 25 with the
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of the ADSs on the NYSE and the deregistration of the
Company's registered securities. The Company intends to terminate
its reporting obligations under the Securities Exchange Act of
1934, as amended, by promptly filing a Form 15 with the SEC. The
Company's obligations to file or furnish with the SEC certain
reports and forms, including Form 20-F and Form 6-K, will be
suspended immediately as of the filing date of the Form 15 and will
cease once the deregistration becomes effective.
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