Sinoenergy Corporation Signs Merger Agreement With Skywide Capital Management Limited
12 Outubro 2009 - 9:00AM
PR Newswire (US)
Stockholders to Receive $1.90 per share BEIJING, Oct. 12
/PRNewswire-Asia-FirstCall/ -- 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 October 12, 2009, the Company entered into an
agreement with Skywide Capital Management Limited, pursuant to
which the Company will be merged with and into 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, owning 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, upon the recommendation of a
special committee of the board which was comprised solely of
independent directors. Brean Murray, Carret & Co. served as
financial advisor to the Company in this transaction and rendered a
fairness opinion to the special committee with respect to the
transaction. Arent Fox LLP acted as legal advisor to the special
committee of the Company's board. Sichenzia Ross Friedman Ference
LLP acted as legal advisor to the Company. Mintz & Fraade P.C.
acted as legal advisor to Skywide. Additional Information and Where
to Find It In connection with the proposed merger, the Company will
prepare a proxy statement for the shareholders of the Company to be
filed with the SEC. 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. 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: DATASOURCE: Sinoenergy Corporation
CONTACT: Yun Tang, IR Manager, Sinoenergy Corporation,
+86-10-8492-7035 x832, Web site:
http://www.sinoenergycorporation.com/
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