Sky Solar Holdings, Ltd. Announces Completion of Merger

10/09/20

 
                                    
    
  

               

HONG KONG, Oct. 09, 2020 (GLOBE NEWSWIRE) -- Sky Solar Holdings, Ltd. (NASDAQ: SKYS) (“Sky Solar” or the “Company”), a global developer, owner and operator of solar parks, today announced the completion of the merger (the “Merger”) with Square Acquisition Co. (the “Purchaser”), pursuant to an agreement and plan of merger (the “Plan of Merger”), dated and filed by the Company and the Purchaser with the Registrar of Companies of the Cayman Islands on October 8, 2020 and effective on October 9, 2020. As a result of the Merger, the Company became a wholly-owned subsidiary of Square Limited and will cease to be a publicly traded company.


As previously announced by the Company, the tender offer of the Purchaser to purchase all of the issued and outstanding ordinary shares, par value US$0.0001 per share, of the Company (the “Ordinary Shares”), including all Ordinary Shares represented by American depositary shares of the Company (“ADSs”), expired at 12:00 midnight, New York City time, at the end of the day on September 8, 2020. Promptly after the expiration date of the tender offer, the Purchaser accepted for payment all Ordinary Shares (including Ordinary Shares represented by ADSs) validly tendered (and not validly withdrawn) pursuant to the tender offer, and Ordinary Share and ADS holders whose Ordinary Shares and ADSs were accepted in the tender offer were paid US$0.30 per Ordinary Share or US$6.00 per ADS, less certain taxes and fees. Furthermore, the offeror group (the “Offeror Group”) for the tender offer, which includes Japan NK Investment K.K., IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Jolmo Solar Capital Ltd., CES Holding Ltd., Jing Kang, Bin Shi, Sino-Century HX Investments Limited, Kai Ding, TCL Transportation Holdings Limited, Esteem Venture Investment Limited, Mamaya Investments Ltd, Xanadu Investment (H.K.) Limited, Abdullateef A. AL-Tammar, Development Holding Company Ltd., Bjoern Ludvig Ulfsson Nilsson, Square Acquisition Co. and Square Limited, stated that following the completion of the tender offer it intended to effect a merger with the Company and that at the effective time of the merger, each outstanding Ordinary Share (other than those held by Offeror Group) would be converted into the right to receive US$0.30 in cash per Ordinary Share, without interest and less any required withholding taxes, and each ADS issued and outstanding immediately prior to the effective time, together with the underlying Ordinary Shares represented by such ADS, would be cancelled in exchange for the right to receive US$6.00 in cash per ADS without interest and less any ADS cancellation fees and other related fees and withholding taxes.


Accordingly, and pursuant to the terms of the Plan of Merger, which has been approved by the Company’s board of directors, each Ordinary Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than the Ordinary Shares held by the Offeror Group (including the Purchaser), has been cancelled and ceased to exist, in exchange for the right to receive US$0.30 per Ordinary Share in cash without interest and net of any applicable withholding taxes. As a result of the Merger, the Ordinary Shares represented by the outstanding ADSs have been cancelled, and each ADS now represents the right to receive US$6.00 per ADS in cash without interest, and net of any applicable withholding taxes, ADS cancellation fees and other related fees, if any (the “Merger Consideration”).


Registered shareholders immediately prior to the Effective Time who are entitled to the Merger Consideration will receive a letter of transmittal and instructions on how to surrender their Ordinary Shares in exchange for the Merger Consideration and should wait to receive the letter of transmittal before surrendering their Ordinary Shares. Payment of the Merger Consideration, without interest and net of any applicable withholding taxes, ADS cancellation fees and other related fees, if any, will be made to holders of ADSs as soon as practicable after Citibank, N.A., the ADS depositary, receives (i) the aggregate Merger Consideration payable to holders of ADSs from the paying agent and (ii) the ADSs for cancellation in exchange for the Merger Consideration.


The Company also announced today that it requested that trading of its ADSs on the NASDAQ be suspended before the market opens as of October 9, 2020. NASDAQ has filed a Form 25 with the Securities and Exchange Commission (the “SEC”) notifying the SEC of the delisting of its ADSs on the NASDAQ and the deregistration of the Company’s registered securities. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC once the delisting of the Ordinary Shares from NASDAQ becomes effective, which is expected to be on October 19, 2020. The Company’s obligation to file 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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