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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$0.165 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,
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 LimitedChina Merchants Tower, Room 908Shun Tak Center168-200 Connaught Road Central
Sheung WanHong KongTelephone: (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.