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EX-99.1 - AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER - Sinoenergy CORP | f8k032910ex99i_sinoenergy.htm |
8-K - CURRENT REPORT - Sinoenergy CORP | f8k032910_sinoenery.htm |
Exhibit
99.2
Sinoenergy
Corporation Amends Merger Agreement with Skywide Capital Management
Limited
Payment
to Stockholders of $1.90 per share Not Changed by Amendment
Memorandum
of Understanding Signed for Proposed Settlement of Putative Class
Actions
BEIJING,
China April 6, 2010 -- Sinoenergy Corporation (Nasdaq: SNEN), developer and
operator of retail compressed natural gas (CNG) filling stations in the People's
Republic of China and a manufacturer of CNG transport truck trailer, CNG filling
station equipment and CNG fuel conversion kits for automobiles, today announced
that, on March 29, 2010, the Company entered into an amended and restated
agreement of merger with Skywide Capital Management Limited and a wholly-owned
subsidiary of Skywide, pursuant to which Skywide’s subsidiary will be merged
into the Company, with the result that the Company will become a wholly-owned
subsidiary of Skywide. Upon the effectiveness of the merger, each
issued and outstanding share of the Company's common stock, other than shares
owned by Skywide, will automatically be converted into the right to receive
$1.90 per share.
Skywide,
which is owned by the Company's chairman, Mr. Tianzhou Deng, and its president,
Mr. Bo Huang, is the Company's largest shareholder, owns approximately 39.06% of
the Company's outstanding common stock.
The
merger agreement provides that the consummation of the merger is subject to the
approval of the holders of a majority of the Company's outstanding common stock
and customary closing conditions. As a result of the merger, the
Company will cease to exist as a separate corporation, and its common stock will
no longer be publicly traded.
The
merger was approved by the board of directors, with Mr. Deng and Mr. Huang not
participating.
Brean
Murray, Carret & Co. continued to serve as financial advisor to the Company
in this transaction for the limited purpose of providing a fairness
opinion with respect to the transaction. Arent Fox LLP continued to
serve as legal advisor to the special committee of the Company's
board. Sichenzia Ross Friedman Ference LLP continued to
serve as legal advisor to the Company. Mintz & Fraade
P.C. continued to serve as legal advisor to Skywide.
Additional
Information and Where to Find It
In
connection with the proposed merger, the Company will prepare and file with the
Securities and Exchange Commission an amendment to its proxy statement for the
shareholders of the Company. Before making any voting decision, the
Company's shareholders are urged to read the proxy statement regarding the
merger carefully in its entirety when it becomes available because it will
contain important information about the proposed transaction. The
Company's shareholders and other interested parties will be able to obtain,
without charge, a copy of the proxy statement (when available) and other
relevant documents filed with the SEC from the SEC's website at http://www.sec.gov
. The Company's shareholders and other interested parties will also
be able to obtain, without charge, a copy of the proxy statement and other
relevant documents (when available) by directing a request by mail or telephone
to Sinoenergy Corporation, 1603-1604, Tower B Fortune Centre Ao City, Beiyuan
Road, Chaoyang District, Beijing, People's Republic of China 100107, Attention:
Investor Relations; and +86-10-84928149, or to Georgeson Inc., the Company's
proxy solicitor, toll-free in the United States, 877-278-4751; Banks and Brokers
should call 212-440-9800.
Participants
in the Solicitation
The
Company and its directors and officers may be deemed to be participants in the
solicitation of proxies from the Company's shareholders with respect to the
merger. Information about the interests of the Company's directors
and officers in the transaction, which may differ from other shareholders
generally, will be set forth in the proxy statement and other relevant documents
regarding the merger when they are filed with the SEC.
Memorandum
of Understanding for Settlement of Putative Class Actions
The
Company has entered into a memorandum of understanding with respect to the four
putative class actions against the Company, its directors and
Skywide. The agreement does not require any change in the economic
terms of the merger. The memorandum of understanding provides that
counsel for plaintiffs will make an application for legal fees in an amount not
exceeding $470,000. The memorandum of understanding provides for the settlement
of all of the actions, subject to the satisfaction of customary conditions,
including the completion of appropriate documentation and the issuance of all
necessary court approvals.
About
Sinoenergy
Sinoenergy
is a developer and operator of retail CNG stations as well as a manufacturer of
CNG transport truck trailers, CNG station equipment, and natural gas fuel
conversion kits for automobiles, in China. In addition to its CNG
related products and services, the Company designs and manufactures a wide
variety of customized pressure containers for use in the petroleum and chemical
industries. The Company's website is http://www.sinoenergycorporation.com. Information
on the Company's website or any other website does not constitute a portion of
this press release.
Forward-Looking
Statements
This
release contains certain "forward-looking statements" relating to the business
of the Company and its subsidiaries. These forward looking statements
are often identified by the use of forward-looking terminology such as
"believes," "expects" or similar expressions. Such forward looking
statements involve known and unknown risks and uncertainties that may cause
actual results to be materially different from those described herein as
anticipated, believed, estimated or expected. Investors should not
place undue reliance on these forward-looking statements, which speak only as of
the date of this press release. The Company's actual results could
differ materially from those anticipated in these forward-looking statements as
a result of a variety of factors, including those discussed in the Company's
periodic reports that are filed with the Securities and Exchange Commission and
available on its website (http://www.sec.gov). All
forward-looking statements attributable to the Company or to persons acting on
its behalf are expressly qualified in their entirety by these factors other than
as required under the securities laws. The Company does not assume a
duty to update these forward-looking statements.
For
further information, please contact:
Yun
Tang
IR
Manager
Sinoenergy
Corporation
Tel: +86-10-8492-7035
x832
Email:
tys@sinoenergycorporation.com