BEIJING, April 6 /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 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 is owned by the Company's chairman, Mr. Tianzhou Deng,
and its president, Mr. Bo Huang.
Skywide 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, 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
SOURCE Sinoenergy Corporation