NORWALK,
Conn., June 19,
2025 /PRNewswire/ -- Emeren Group Ltd ("Emeren"
or the "Company") (www.emeren.com) (NYSE:
SOL), a leading global solar project developer, owner, and
operator, today announced that it has entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement") with Shurya
Vitra Ltd., a business company incorporated under the Laws of the
British Virgin Islands ("Parent"),
and Emeren Holdings Ltd, a business company incorporated under the
Laws of the British Virgin Islands
and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to
which the Parent will acquire the Company for US$0.20 in cash per ordinary share of the Company
(the "Shares"), or US$2.00 in cash
per American Depositary Share of the Company (each, an "ADS",
representing ten Shares).
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the merger (the "Effective Time"), Merger Sub
will merge with and into the Company, with the Company surviving
the Merger as the surviving company and becoming a wholly-owned
subsidiary of Parent (the "Merger"). At the Effective Time, each of
the Company's ordinary shares issued, outstanding and not
represented by ADS immediately prior to the Effective Time, other
than the Excluded Shares and the Dissenting Shares (each as defined
in the Merger Agreement), will be cancelled and cease to exist in
exchange for the right to receive US$0.20 in cash and without interest, and each
ADS of the Company, other than ADSs representing the Excluded
Shares, together with each Share represented by such ADSs, will be
cancelled in exchange for the right to receive US$2.00 in cash and without interest.
In connection with the Merger Agreement, Himanshu H. Shah has entered into an equity
commitment letter with the Parent, pursuant to which the Mr. Shah
committed to invest in the Parent at or immediately prior to the
Effective Time an equity contribution solely for the purpose of
funding, to the extent necessary to fund, such portion of the
Merger consideration and such other amounts required to be paid by
Parent pursuant to and in accordance with the Merger Agreement,
together with related fees and expenses. For the avoidance of doubt
such fees and expenses, does not include any termination fees
payable by Parent under the Merger Agreement and certain
obligations set forth in the limited guarantee, which Mr. Shah has
entered into in favor of the Company in respect of certain payment
obligations of the Parent under the Merger Agreement.
The Company's board of directors (the "Board"), acting upon the
unanimous recommendation of a committee of independent directors
established by the Board (the "Special Committee"), approved the
Merger Agreement and the Merger and resolved to recommend that the
Company's shareholders vote to authorize and approve the Merger
Agreement and the Merger. The Special Committee negotiated the
terms of the Merger Agreement with the assistance of its financial
and legal advisors.
The Merger, which is currently expected to close during the
third quarter of 2025, is subject to customary closing conditions
including approval by the Company's shareholders of the Merger
Agreement and the transactions contemplated by the Merger
Agreement. If completed, the Merger will result in the Company
becoming a privately held company and its Shares and ADSs will no
longer be listed on the New York Stock Exchange.
Kroll, LLC is serving as the financial advisor to the Special
Committee. Morrison & Foerster LLP is serving as the U.S. legal
counsel to the Special Committee. Harney
Westwood & Riegels (UK) LLP is serving as British Virgin Islands legal counsel to the
Special Committee. DLA Piper LLP (US) is serving as the U.S.
legal counsel to Parent and Mr. Shah.
Additional Information About the Merger
The Company will file with the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 8-K regarding the
Merger, which will include as an exhibit thereto the Merger
Agreement. All parties desiring details regarding the Merger are
urged to review these documents, which will be available at the
SEC's website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a definitive proxy statement on Schedule 14A (the "definitive proxy
statement") and a Schedule 13E-3 Transaction Statement (the
"Schedule 13E-3"). The definitive proxy statement and Schedule
13E-3 will be filed with the SEC. INVESTORS AND SHAREHOLDERS ARE
URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY
STATEMENT, SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE MERGER, AND RELATED MATTERS. In
addition to receiving the definitive proxy statement and Schedule
13E-3 by mail, shareholders also will be able to obtain these
documents, as well as other filings containing information about
the Company, the Merger, and related matters, without charge from
the SEC's website (http://www.sec.gov).
About Emeren Group Ltd
Emeren Group Ltd (NYSE: SOL), a renewable energy leader,
showcases a comprehensive portfolio of solar projects and
Independent Power Producer (IPP) assets, complemented by a
significant global Battery Energy Storage System (BESS) capacity.
Specializing in the entire solar project lifecycle — from
development through construction to financing — Emeren excels by
leveraging local talent in each market, ensuring its sustainable
energy solutions are at the forefront of efficiency and impact.
Emeren's commitment to enhancing solar power and energy storage
underlines its dedication to innovation, excellence, and
environmental responsibility. For more information, go to
www.emeren.com.
Safe Harbor Statements
This press release may contain 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 involve
inherent risks and uncertainties that could cause actual results to
differ materially from those projected or anticipated, including
risks outlined in the Company's public filings with the Securities
and Exchange Commission, including the Company's annual report on
Form 10-K. All information provided in this press release is as of
the date hereof. Except as required by law, the Company undertakes
no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, after the date on which the statements are made or to
reflect the occurrence of unanticipated events.
For investor and media inquiries, please contact:
Emeren Group Ltd - Investor Relations
+1 (925) 425-7335
ir@emeren.com
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SOURCE Emeren Group Ltd
