Sky Solar Holdings, Ltd. Announces Square Acquisition Co.’s Purchase of Ordinary Shares and ADSs in Tender Offer




HONG KONG, Sept. 10, 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 that the Square Acquisition Co.’s tender offer (the “Offer”) to purchase all of the issued and outstanding ordinary shares, par value US$0.0001 each, of Sky Solar (“Ordinary Shares”) including all Ordinary Shares represented by American depositary shares (the “ADSs,” each representing twenty Ordinary Shares), expired at 12:00 midnight, New York City time, at the end of the day on September 8, 2020 (the“Expiration Date”).

Computershare Trust Company, N.A., the tender agent (the “Tender Agent”) for the Offer, has advised that, as of immediately prior to the expiration of the Offer, a total of 76,070,636 Ordinary Shares (including Ordinary Shares represented by ADSs) had been validly tendered (and not validly withdrawn) pursuant to the Offer, representing approximately 18.1% of 419,546,494 outstanding Ordinary Shares of Sky Solar. In addition, Notices of Guaranteed Delivery have been delivered for 8,523,620 Ordinary Shares (including Ordinary Shares represented by ADSs), representing approximately 2.0% of the outstanding Ordinary Shares of Sky Solar.

The number of Ordinary Shares (including Ordinary Shares represented by ADSs) that had been validly tendered (and not validly withdrawn) pursuant to the Offer (excluding Ordinary Shares tendered pursuant to Notices of Guaranteed Delivery for which certificates or confirmations of book-entry transfer had not yet been received by the Tender Agent) immediately prior to the end of the Expiration Date satisfied the Offer’s minimum condition, and all other conditions to the Offer were satisfied or waived. Promptly after the Expiration Date, Square Acquisition Co. entered into a loan facility and accepted for payment all Ordinary Shares (including Ordinary Shares represented by ADSs) validly tendered (and not validly withdrawn) pursuant to the Offer.

As previously announced by the Company, on August 28, 2020, the Company was informed that Hudson Capital Solar Infrastructure GP, LP, in its capacity as general partner of Hudson Solar Cayman LP, had filed a winding up petition in respect of Sky Solar (the “Winding Up Petition”) with the court in the Cayman Islands. Pursuant to the Companies Law (as amended) of the Cayman Islands, the merger cannot be consummated for so long as the Winding Up Petition remains outstanding, or if any order shall have been made or resolution adopted to wind up the Company (such proceedings, “Winding Up Proceedings”). The offeror group (the “Offeror Group”), 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, has stated that it is monitoring the Winding Up Petition closely and intends to effect the merger as promptly as practicable once any Winding Up Proceedings are no longer outstanding or in effect. At the effective time of the merger, each outstanding Ordinary Share (other than those held by Offeror Group) will 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, shall 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. Instructions outlining the steps required to be taken to obtain the merger consideration will be provided to Sky Solar’s shareholders who did not tender their Ordinary Shares and/or ADSs in the Offer. Square Limited, which wholly owns Square Acquisition Co., intends to cause all the Company’s ADSs to be delisted from Nasdaq and the Ordinary Shares deregistered under the Securities Exchange Act of 1934, as amended.








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