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(and not validly withdrawn) pursuant to the tender offer, and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.
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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