Sky Solar Holdings, Ltd. Announces Square Acquisition Co.’s Purchase of Ordinary Shares and ADSs in Tender Offer
10 9월 2020 - 9:00PM
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tendered (and not validly withdrawn) pursuant to the Offer,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validly withdrawn) pursuant to the Offer (excluding Ordinary Shares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(and not validly withdrawn) pursuant to the Offer.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.
About Sky Solar Holdings, Ltd.
Sky Solar is a global independent power producer (“IPP”) that
develops, owns, and operates solar parks and generates revenue
primarily by selling electricity. Since its inception, Sky Solar
has focused on the downstream solar market and has developed
projects in Asia, Europe, South America and North America. The
Company’s broad geographic reach and established presence across
key solar markets are significant differentiators that provide
global opportunities and mitigate country-specific risks. Sky Solar
aims to establish operations in select geographies with highly
attractive solar radiation, regulatory environments, power pricing,
land availability, financial access and overall power market
trends. As a result of its focus on the downstream photovoltaic
segment, Sky Solar is technology agnostic and is able to customize
its solar parks based on local environmental and regulatory
requirements. As of December 31, 2019, the Company owned and
operated 115.1 MW of solar parks.
Safe-Harbor Statement
This press release contains forward-looking statements. These
statements constitute “forward-looking” statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
and as defined in the U.S. Private Securities Litigation Reform Act
of 1995. These forward-looking statements can be identified by
terminology such as “will,” “expects,” “anticipates,” “future,”
“intends,” “plans,” “believes,” “estimates” and similar statements.
Among other things, the quotations from management in this press
release and the Company’s operations and business outlook contain
forward-looking statements. Such statements involve certain risks
and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. These
risks and uncertainties include, but are not limited to the
following: the reduction, modification or elimination of government
subsidies and economic incentives; global and local risks related
to economic, regulatory, social and political uncertainties;
resources the Company may need to familiarize itself with the
regulatory regimes, business practices, governmental requirements
and industry conditions as the Company enters into new markets; the
Company’s ability to successfully implement its on-going strategic
review to unlock shareholder value; global liquidity and the
availability of additional funding options; the delay between
making significant upfront investments in the Company’s solar parks
and receiving revenue; expansion of the Company’s business in the
United States and Japan; resolution of disputes; risk associated
with the Company’s limited operating history, especially with
large-scale IPP solar parks; risk associated with development or
acquisition of additional attractive IPP solar parks to grow the
Company’s project portfolio; and competition. Further information
regarding these and other risks is included in Sky Solar’s filings
with the U.S. Securities and Exchange Commission, including its
annual report on Form 20-F. Except as required by law, the Company
does not undertake any obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise.
For investor and media inquiries, please contact:Sky
Solar:IR@skysolarholdings.com
Sky Solar Investor Relations:The Blueshirt GroupUnited
StatesRalph Fong+1 (415) 489-2195ralph@blueshirtgroup.com
ChinaGary Dvorchak, CFA+86 (138)
1079-1480gary@blueshirtgroup.com
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