Gushan Announces Receipt Of Non-Binding Proposal To Acquire All Outstanding Public Shares At $1.599 Per ADS In Cash
NEW YORK, Feb. 24, 2012 /PRNewswire/ -- Gushan Environmental Energy Limited (" Gushan" or the " Company"; NYSE: GU), a leading producer of biodiesel and manufacturer of recycled copper products in China, today announced that its Board of Directors has received a preliminary non-binding proposal letter dated February 24, 2012, from Mr. Jianqiu Yu, Chairman and Principal Executive Officer of Gushan, to acquire all of the outstanding ordinary shares of the Company not currently owned, legally or beneficially, by Mr. Jianqiu Yu (the " Buyer"), for US$1.599 per American Depositary Share (" ADS") or US$0.1599 per ordinary share in cash. As of the date hereof, the Buyer controlled approximately 34.8% of the outstanding shares of the Company.
According to the proposal letter, the Buyer will form a transaction vehicle for the purpose of pursuing the proposed transaction and will finance the proposed transaction with his own funds, possibly supplemented by debt financing. The proposal letter also states that Sidley Austin LLP has been engaged by the Buyer as legal counsel in connection with the proposed transaction. A copy of the proposal letter is attached hereto as Exhibit A.
The Company's Board of Directors has formed a special committee of independent directors (the " Special Committee") consisting of Messrs. Denny Ting Bun Lee, Kang Nam Chu and Dongming Zhang to consider the proposed transaction. The Special Committee intends to retain advisors, including an independent financial advisor and legal counsel, to assist it in its work. No decisions have been made by the Special Committee with respect to the Company's response to the proposed transaction. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.
About Gushan Environmental Energy LimitedGushan is a leader in the China biodiesel industry, in terms of annual production capacity, and one of the leading biodiesel producers in Asia, in terms of nominal capacity. Gushan 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. Gushan's Sichuan production facility is currently in operation. Gushan also operates a copper products business through Engen Investments Limited ("Engen"), a 75%-owned subsidiary, that manufactures copper rods, copper wires, copper granules and copper pads primarily from recycled copper. Currently, Engen has two plants, with a daily production capacity of approximately 210 tons of recycled copper products. Exhibit A February 24, 2012 Board of Directors Gushan Environmental Energy Limited No. 37, Golden Pond Road Golden Mountain Industrial District Fuzhou City, Fujian Province People's Republic of China Dear Sirs:
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