BEIJING, May 23, 2014 /PRNewswire/ -- China Hydroelectric
Corporation (NYSE: CHC, CHCWS) ("China Hydroelectric" or the
"Company"), an owner, developer and operator of small hydroelectric
power projects in the People's Republic
of China ("PRC"), today announced that it has called an
extraordinary general meeting of shareholders (the "EGM"), to be
held on July 3, 2014 at 10:00 a.m. (Hong
Kong time), at 31st Floor, AIA Central, 1 Connaught Road,
Central, Hong Kong, to consider
and vote on, among other matters, the proposal to authorize and
approve the previously announced agreement and plan of merger dated
as of January 13, 2014 (the ''Merger
Agreement''), among the Company, CPT Wyndham Holdings Ltd.
(''Parent'') and CPT Wyndham Sub Ltd. (''Merger Sub''), the plan of
merger required to be filed with the Registrar of Companies of the
Cayman Islands, substantially in
the form attached as Annex A to the Merger Agreement (the ''Plan of
Merger''), and the transactions contemplated thereby, including the
Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will be merged with and into the Company (the "Merger") with
the Company continuing as the surviving corporation. If completed,
the proposed Merger would result in the Company becoming a
privately-held company and the American depositary shares of the
Company (each representing three ordinary shares) ("ADSs") no
longer being listed on the New York Stock Exchange. The Company's
board of directors, acting upon the unanimous recommendation of a
special committee of the Company's board of directors composed
entirely of independent directors who are unaffiliated with the
buyer group and any of the management members of the Company,
approved the Merger Agreement, the Plan of Merger and the
transactions contemplated thereby (including the Merger) and
resolved to recommend that the Company's shareholders and ADS
holders vote FOR, among other things, the proposal to authorize and
approve the Merger Agreement, the Plan of Merger and the
transactions contemplated thereby (including the Merger).
Shareholders of record at the close of business in the
Cayman Islands on June 9, 2014 will be entitled to attend and vote
at the EGM and any adjournment thereof. The record date for ADS
holders entitled to instruct The Bank of New York Mellon, the ADS
depositary, to vote the shares represented by the ADSs is the close
of business in New York City on
May 30, 2014. Additional information
regarding the EGM and the Merger Agreement can be found in the
transaction statement on Schedule 13E-3 and the proxy statement
attached as Exhibit (a)-(1) thereto, as amended, filed with the
U.S. Securities and Exchange Commission (the "SEC"), which can be
obtained, along with other filings containing information about the
Company, the proposed Merger and related matters, without charge,
from the SEC's website (www.sec.gov). Requests for additional
copies of the definitive proxy statement should be directed to
Innisfree M&A Incorporated, the Company's proxy solicitor, at
1-888-750-5834 (toll-free from the US and Canada) or 1-412-232-3565 (from other
countries). SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS
FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
PROPOSED MERGER AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed Merger. Further information regarding persons who may be
deemed participants, including any direct or indirect interests
they may have, is also set forth in the definitive proxy
statement.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About China Hydroelectric Corporation
China Hydroelectric Corporation (NYSE: CHC, CHCWS) ("China
Hydroelectric" or "the Company") is an owner, developer and
operator of small hydroelectric power projects in China. Through its geographically diverse
portfolio of operating assets, the Company generates and sells
electric power to local power grids. The Company's primary business
is to identify, evaluate, acquire, develop, construct and finance
hydroelectric power projects. The Company currently owns 25
operating hydropower stations in China with total installed capacity of 517.8
MW, of which it acquired 21 operating stations and constructed
four. These hydroelectric power projects are located in four
provinces: Zhejiang, Fujian, Yunnan and Sichuan. Hydropower is an important factor in
meeting China's electric power
needs, accounting for approximately 22% of total nation-wide
capacity.
Cautionary Statement concerning Forward Looking
Statements
This document may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Such statements include, among others, those concerning
expected benefits and costs of the proposed Merger; management
plans relating to the Merger; the expected timing of the completion
of the Merger; the parties' ability to complete the Merger
considering the various closing conditions, including any
conditions related to regulatory approvals, as well as all
assumptions, expectations, predictions, intentions or beliefs about
future events. Forward-looking statements can generally be
identified by the use of forward-looking terminology such as
"will," "should," "may," "believes," "expects" or similar
expressions. All of such assumptions are inherently subject to
uncertainties and contingencies beyond the Company's control and
based upon premises with respect to future business decisions,
which are subject to change. The Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
For more information, please contact:
China Hydroelectric
Corporation
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Scott Powell
Investor Relations and Corporate Communications
Phone (U.S.): +1 (646) 650-1351
Email: ir@china-hydro.com
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James Hull
Finance Manager
Phone (China): +86-10-5963-6881
Email: james.hull@china-hydro.com
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SOURCE China Hydroelectric Corporation