Emeren Group Ltd Enters into Definitive Merger Agreement for Going Private Transaction

Emeren Group Ltd ("Emeren" or the "Company") (NYSE: SOL), a leading global solar project developer, owner, and operator, 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. 

Emeren Group | www.emeren.com