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owned by the Buyer, and (ii) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Companies Law Cap. 22 (Law 3 of 1961) as amended and revised of the Cayman Islands (the "Dissenting Shares"), has been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.
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