M&A - Emeren Group Ltd

Form Type: SCHEDULE 13D/A

Filing Date: 2025-07-07

Corporate Action: Merger

Type: Update

Accession Number: 000139834425012806

Filing Summary: This document is an Amendment No. 10 to the Schedule 13D filed regarding Emeren Group Ltd. It outlines the agreement and plan of merger dated June 18, 2025, between Emeren Group Ltd (the Issuer), Shurya Vitra Ltd. (Parent), and Emeren Holdings Ltd (Merger Sub). The amendment highlights that Shah Capital Management and its associated funds, along with Himanshu H. Shah, are the Reporting Persons. They own a significant portion of the shares, with the Supporting Holders having agreed to vote in favor of the Merger Agreement, which involves the exchange or sale of ordinary shares represented by American Depositary Shares. The Supporting Holders collectively own 10,184,720 Ordinary Shares. The document also includes information about ownership percentages, shared and sole voting powers, and various agreements related to the merger.

Form Type: 8-K

Filing Date: 2025-06-20

Corporate Action: Merger

Type: New

Accession Number: 000110465925060851

Filing Summary: On June 18, 2025, Emeren Group Ltd entered into a Merger Agreement with Shurya Vitra Ltd. and Emeren Holdings Ltd. The merger involves Merger Sub merging with Emeren Group Ltd, which will continue as the surviving entity. The Board of Directors unanimously approved the Merger Agreement and recommended it to shareholders. Each ordinary share will be converted into $0.20 cash, while each American Depositary Share (ADS) will convert into $2.00 cash. Shareholder and regulatory approvals are required. A 'no-shop' provision prevents alternative acquisition proposals during the process. Termination fees are set at $4.5 million for both parties under specific circumstances. The merger aims to provide shareholders with liquidity and could lead to delisting from the NYSE after completion. Additional financing commitments have been secured to support the transaction. A press release was issued on June 19, 2025, announcing the merger agreement. Further disclosure will be filed with the SEC, including a proxy statement and transaction statement.

Form Type: DEFA14A

Filing Date: 2025-06-20

Corporate Action: Merger

Type: New

Accession Number: 000110465925060852

Filing Summary: On June 18, 2025, Emeren Group Ltd entered into a Merger Agreement with Shurya Vitra Ltd and Emeren Holdings Ltd, outlining a merger where Emeren Group Ltd will continue as the surviving entity. The board of directors recommended the agreement, stating it was in the best interest of the company and its shareholders. Each ordinary share will be converted into $0.20 in cash, and each American Depositary Share (ADS) will be converted into $2.00 in cash. The transaction requires approval from the majority of shareholders and several regulatory conditions. If completed, the company's ordinary shares and ADS will be delisted from the NYSE. The agreement includes a no-shop provision preventing the company from soliciting alternative offers, with termination rights established and potential fees for breach of agreement. A press release following the agreement emphasized its significance, and shareholders are urged to review the forthcoming proxy materials for detailed information about the transaction.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-20

Corporate Action: Merger

Type: Update

Accession Number: 000139834425011972

Filing Summary: On June 18, 2025, Emeren Group Ltd entered into a Merger Agreement with Shurya Vitra Ltd and Emeren Holdings Ltd. Under the Merger, Emeren Holdings Ltd will merge with Emeren Group Ltd, which will survive as a wholly owned subsidiary of Shurya Vitra Ltd. This decision was unanimously approved by Emeren Group Ltd's board of directors based on a recommendation from a special committee. In this transaction, shareholders would receive $0.20 per Ordinary Share and $2.00 per ADS in cash. Several exceptions to this payment include shares held by subsidiaries and dissenting shareholders. The Merger Agreement includes customary representations and covenants, and any change in the recommendation by the board is not permitted. The transaction is subject to several conditions including approval by Emeren's shareholders. If the Merger is executed, Emeren's Ordinary Shares and ADSs will be delisted from the NYSE and deregistered under the Exchange Act. The filing also references equity commitment letters and guarantees related to the merger.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000139834425005635

Filing Summary: On March 17, 2025, Shah Capital Management and its affiliates proposed to acquire all outstanding ordinary shares of Emeren Group Ltd that they do not already own, at a price of $2.00 per share, totaling approximately $65 million. This proposal is made non-binding and does not create any legal obligation until definitive agreements are executed. The proposal also indicates that funding will be from personal cash with no financing conditions attached. Should the acquisition be completed, the company's shares will be eligible for delisting from the NASDAQ and registration termination under the Securities Exchange Act of 1934. The document is an amendment to previously filed Schedule 13D updates, detailing ownership stake alterations, but no other transactions in shares were recorded by the reporting persons within the last 60 days.