BEIJING, July 9, 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, today announced the completion of its merger (the
"Merger") with CPT Wyndham Sub Ltd. ("Merger Sub"), a wholly-owned
subsidiary of CPT Wyndham Holdings Ltd. ("Parent"), pursuant to the
agreement and plan of merger (the "Merger Agreement"), dated
January 13, 2014, among the Company,
Parent and Merger Sub. As a result of the Merger, the Company
became a direct wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on July 3, 2014, all of the Company's
ordinary shares (including ordinary shares represented by American
depositary shares ("ADSs"), each representing three ordinary
shares) issued and outstanding immediately prior to the effective
time of the Merger have been cancelled in exchange for the right to
receive US$1.17 per ordinary share or
US$3.51 per ADS, in each case, in
cash, without interest and net of any applicable withholding taxes,
except for (i) the ordinary shares and ADSs beneficially owned by
Parent or any wholly owned subsidiary of Parent (including Merger
Sub), or beneficially owned by affiliates of NewQuest Capital
Partners or China Environment Fund III, L.P., all of which will be
cancelled at the effective time of the Merger for no consideration,
and (ii) ordinary shares owned by holders who have validly
exercised and not effectively withdrawn or lost their appraisal
rights pursuant to Section 238 of the Companies Law of the
Cayman Islands, which ordinary
shares will be cancelled at the effective time of the Merger for
the right to receive the value of such shares in accordance with
the provisions of Section 238 of the Companies Law of the
Cayman Islands.
Shareholders of record as of the effective time of the Merger
who are entitled to the merger consideration will receive a letter
of transmittal and instructions on how to surrender their share
certificates in exchange for the merger consideration. Shareholders
should wait to receive the letter of transmittal before
surrendering their share certificates. As soon as practicable after
the date of this announcement, The Bank of New York Mellon, in its
capacity as ADS depositary (the "ADS Depositary"), will call for
the surrender of all ADSs for delivery of the merger consideration.
Upon the surrender of ADSs, the ADS Depositary will pay to the
surrendering holders $3.51 per ADS
surrendered (less an ADS cancellation fee of $0.05 per ADS) in cash, without interest and net
of any applicable withholding taxes.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange (the "NYSE") to be
suspended beginning on July 9, 2014.
The Company requested that the NYSE file a Form 25 with the
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of its ADSs on the NYSE and the deregistration of the
Company's registered securities. The deregistration will become
effective in 90 days after the filing of Form 25 or such
shorter period as may be determined by the SEC. 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 in
ten days. The Company's obligations 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 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. 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
Scott
Powell
|
James Hull
|
Investor Relations
and Corporate Communications
|
Finance
Manager
|
Phone (U.S.): +1
(646) 650-1351
|
Phone (China):
+86-10-5963-6881
|
Email:
ir@china-hydro.com
|
Email:
james.hull@china-hydro.com
|
|
|
SOURCE China Hydroelectric Corporation