Amendment to Tender-Offer Transaction Statement — Rule 13e-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: SC 13E1/A Amendment No. 1 to Transaction Statement HTML 113K
2: EX-99.(C)(3) Presentation of Brean Murray, Carret & Co., LLC HTML 36K
to the Special Committee of the Board of
Directors of the Company Dated March 22,
2010
SC 13E1/A — Amendment No. 1 to Transaction Statement
This
statement is filed in connection with (check the appropriate box):
a. þ The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e—3(c) under the
Securities Exchange Act of 1934.
1
b.
o
The filing of
a registration statement under the Securities Act of 1933.
c.
o
A tender
offer.
d.
o
None of the
above.
Check the
following box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies: þ
Check the
following box if the filing is a final amendment reporting the results of the
transaction: o
Calculation
of Filing Fee
Transaction
Valuation*
$18,428,687
Amount
of Filing Fee
$1,028.32
*
The
filing fee was determined based upon the sum of (A) 9,665,234 shares of
common stock multiplied by $1.90 per share, (B) options to purchase 80,000
shares of common stock with exercise prices less than $1.90 per share,
multiplied by $.595 per share (which is the difference between $1.90 and
the $1.305 weighted average exercise price per share of the options) and
(C) warrants to purchase 85,715 shares of common stock with exercise
prices less than $1.90 per share, multiplied by $.20 per share (which is
the difference between $1.90 and the $1.70 exercise price per share of the
warrants). In accordance with Section 14(g) of the Securities Exchange Act
of 1934, as amended, the filing fee was determined by multiplying
.00005580 by the sum of the preceding sentence.
þ
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
Amount
Previously Paid: $1,028.32
Form or
Registration No.: Schedule 14A — Preliminary Proxy Statement
Item 5.
Past Contacts, Transactions, Negotiations and
Agreements
Item 6.
Purposes of the Transaction and Plans or Proposals
Item 7.
Purposes, Alternatives, Reasons and Effects
Item 8.
Fairness of the Going-Private Transaction
Item 9.
Reports, Opinions, Appraisals and Negotiations
Item 10.
Source and Amount of Funds or Other Consideration
Item 11.
Interest in Securities of the Subject Company
Item 12.
The Solicitation or Recommendation
Item 13.
Financial Statements
Item 14.
Persons/Assets Retained, Employed, Compensated or Used
Item 15.
Additional Information
Item 16.
Exhibits
SIGNATURES
EXHIBIT
INDEX
3
INTRODUCTION
This
Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3, together with the exhibits hereto (the “Transaction
Statement”), is being filed with the Securities and Exchange Commission (“SEC”)
by (a) Sinoenergy Corporation, a Nevada corporation (the “Company”), the
issuer of the common stock that is subject to the transaction pursuant to Rule
13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), (b) Skywide Capital Management Limited, a British Virgin Islands
company (“Skywide”), (c) SNEN Acquisition Corp., a Nevada corporation and
wholly-owned subsidiary of Skywide (“Merger Sub”), (d) Tianzhou Deng, an
individual and Chairman and Director of the Company (“Mr. Deng”) and (e) Bo
Huang, an individual and Chief Executive Officer and Director of the Company
(“Mr. Huang” who, together with the Company, Skywide, Merger Sub and Mr.
Deng, are collectively referred to as the “Filing
Persons”).
This
Transaction Statement relates to the Amended and Restated Agreement and Plan of
Merger, dated as of March 29, 2010 (the “Merger Agreement”), by and among the
Company, Merger Sub and Skywide. The Merger Agreement provides that, upon the
terms and subject to the conditions set forth therein, Merger Sub will merge
with and into the Company, with the Company continuing as the surviving company
(the “Merger”). At the effective time of the Merger, each issued and outstanding
share of common stock of the Company (the “Common Stock”), other than any shares
owned by (a) Skywide, including its shareholders and subsidiaries, and
(b) the Company as treasury shares or the Company’s subsidiaries, will be
converted into the right to receive $1.90 in cash, without
interest.
On the
date hereof, the Company filed with the SEC Amendment No. 1 to the preliminary
proxy statement (the “Proxy Statement”) under Regulation 14A of the
Exchange Act, relating to the special meeting of the shareholders of the Company
at which the shareholders of the Company will consider and vote upon a proposal
to approve the Merger and to approve and adopt the Merger Agreement and the
transactions contemplated thereby. The approval of the Merger, together with the
approval and adoption of the Merger Agreement and the transactions contemplated
thereby, requires the affirmative vote of the holders of at least a majority of
the outstanding shares of Common Stock entitled to vote at the special
meeting.
Pursuant
to General Instruction G to Schedule 13E-3, the information in the Proxy
Statement, including all annexes, exhibits and appendices thereto, is expressly
incorporated by reference herein in its entirety, and responses to each item
herein are qualified in their entirety by the information contained in the Proxy
Statement. The cross references below are being supplied to show the location in
the Proxy Statement of the information required to be included in response to
the items of Schedule 13E-3. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Proxy Statement. All
information contained in this Transaction Statement concerning any of the Filing
Persons has been provided by such Filing Person and none of the Filing Persons,
including the Company, takes responsibility for the accuracy of any information
not supplied by such Filing Person.
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
Item 2. Subject Company
Information.
(a) Name and
Address.
“SUMMARY
TERM SHEET—The Parties to the Merger”
(b)
Securities. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
THE
SPECIAL MEETING—Record Date and Voting”
(c)
Trading Market and
Price. The information set forth in the Proxy Statement under the
following caption is incorporated herein by reference:
“SUMMARY
TERM SHEET—Market Price of Our Stock”
“IMPORTANT
INFORMATION REGARDING SINOENERGY—Market Price of the Company’s Stock and
Dividend Information”
(d)
Dividends. The
information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
“IMPORTANT
INFORMATION REGARDING SINOENERGY—Market Price of the Company’s Stock and
Dividend Information”
(e) Prior
Public Offerings.
“IMPORTANT INFORMATION
REGARDING SINOENERGY—Prior Public Offerings and Stock Purchases”
(f) Prior
Stock Purchases. The information set forth in the Proxy Statement under
the following caption is incorporated herein by reference:
“IMPORTANT INFORMATION
REGARDING SINOENERGY—Recent Transactions”
Item 3. Identity and Background of
Filing Persons.
(a) Name and
Address.
Sinoenergy Corporation is the subject company. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
“SUMMARY
TERM SHEET—The Parties to the Merger”
“THE
PARTIES TO THE MERGER”
5
“IMPORTANT
INFORMATION REGARDING SINOENERGY—Directors and Executive Officers”
“IMPORTANT
INFORMATION REGARDING SKYWIDE CAPITAL MANAGEMENT LIMITED, SNEN ACQUISITION
CORP., TIANZHOU DENG AND BO HUANG”
(b) Business
and Background of Entities. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
“SUMMARY TERM
SHEET”
“THE
PARTIES TO THE MERGER”
“IMPORTANT
INFORMATION REGARDING SINOENERGY”
“IMPORTANT
INFORMATION REGARDING SKYWIDE CAPITAL MANAGEMENT LIMITED, SNEN ACQUISITION
CORP., TIANZHOU DENG AND BO HUANG”
(c) Business
and Background of Natural Persons. The information set forth in the Proxy
Statement under the following caption is incorporated herein by
reference:
“IMPORTANT INFORMATION REGARDING
SINOENERGY—Directors and Executive Officers”
“IMPORTANT
INFORMATION REGARDING SKYWIDE CAPITAL MANAGEMENT LIMITED, SNEN ACQUISITION
CORP., TIANZHOU DENG AND BO HUANG”
Item 4.
Terms of the
Transaction.
(a) Material
Terms. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL
FACTORS”
“THE
SPECIAL MEETING”
“THE
MERGER AGREEMENT (Proposal 1)”
“ANNEX A—
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER”
(c) Different
Terms. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“SPECIAL
FACTORS—Effects of the Merger”
“SPECIAL
FACTORS—Financing of the Merger”
6
“SPECIAL
FACTORS—Provisions for the Unaffiliated Shareholders”
“SPECIAL
FACTORS—Interests of the Company’s Directors and Executive Officers in the
Merger”
“THE
MERGER AGREEMENT (Proposal 1)”
“ANNEX A—
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER”
(d) Appraisal
Rights. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“NO
RIGHTS OF APPRAISAL”
(e) Provisions
for Unaffiliated Security Holders. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
“SPECIAL
FACTORS—Provisions for the Unaffiliated Shareholders”
(f) Eligibility
for Listing or Trading. Not applicable.
Item 5. Past Contacts, Transactions,
Negotiations and Agreements.
(a) Transactions.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“IMPORTANT
INFORMATION REGARDING SINOENERGY— Recent Transactions”
“IMPORTANT
INFORMATION REGARDING SKYWIDE CAPITAL MANAGEMENT LIMITED, SNEN ACQUISITION
CORP., TIANZHOU DENG AND BO HUANG”
(b) Significant
Corporate Events. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS— Purpose and Reasons for the Merger for Skywide, Merger Sub, Tianzhou
Deng and Bo Huang”
“SPECIAL
FACTORS—Position of Skywide, Merger Sub, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“SPECIAL
FACTORS—Plans for the Company After the Merger”
7
“SPECIAL
FACTORS—Effects of the
Merger”
“SPECIAL
FACTORS—Effects on the Company if the Merger is Not Completed”
“SPECIAL
FACTORS—Financing of the Merger”
“SPECIAL
FACTORS— Interests of the Company’s Directors and Executive Officers in the
Merger”
“THE
MERGER AGREEMENT (Proposal 1)”
“ANNEX A—
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER”
(c) Negotiations
or Contacts. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS— Purpose and Reasons for the Merger for Skywide, Merger Sub, Tianzhou
Deng and Bo Huang”
“SPECIAL
FACTORS—Position of Skywide, Merger Sub, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“SPECIAL
FACTORS—Plans for the Company After the Merger”
“SPECIAL
FACTORS—Effects of the
Merger”
“SPECIAL
FACTORS—Effects on the Company if the Merger is Not Completed”
“SPECIAL
FACTORS—Financing of the Merger”
“SPECIAL
FACTORS— Interests of the Company’s Directors and Executive Officers in the
Merger”
“THE
MERGER AGREEMENT (Proposal 1)”
“ANNEX A—
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER”
(e) Agreements
Involving the Subject Company’s Securities. The information set forth in
the Proxy Statement under the following captions is incorporated herein by
reference:
“SUMMARY
TERM SHEET”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
8
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS— Purpose and Reasons for the Merger for Skywide, Merger Sub, Tianzhou
Deng and Bo Huang”
“SPECIAL
FACTORS—Position of Skywide, Merger Sub, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“SPECIAL
FACTORS—Plans for the Company After the Merger”
“SPECIAL
FACTORS—Effects of the
Merger”
“SPECIAL
FACTORS—Effects on the Company if the Merger is Not Completed”
“SPECIAL
FACTORS—Financing of the Merger”
“SPECIAL
FACTORS— Interests of the Company’s Directors and Executive Officers in the
Merger”
“THE
MERGER AGREEMENT (Proposal 1)”
“ANNEX A—
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER”
Item 6. Purposes of the
Transaction and Plans or Proposals.
(b) Use of
Securities Acquired. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS— Purpose and Reasons for the Merger for Skywide, Merger Sub, Tianzhou
Deng and Bo Huang”
“SPECIAL
FACTORS—Position of Skywide, Merger Sub, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“SPECIAL
FACTORS—Plans for the Company After the Merger”
“SPECIAL
FACTORS—Effects of the Merger”
“SPECIAL
FACTORS— Interests of the Company’s Directors and Executive Officers in the
Merger”
9
“THE
MERGER AGREEMENT (Proposal 1)”
“ANNEX A—
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER”
(c)(1)-(8) Plans.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS— Purpose and Reasons for the Merger for Skywide, Merger Sub, Tianzhou
Deng and Bo Huang”
“SPECIAL
FACTORS—Position of Skywide, Merger Sub, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“SPECIAL
FACTORS—Plans for the Company After the Merger”
“SPECIAL
FACTORS—Effects of the Merger”
“SPECIAL
FACTORS—Effects on the Company if the Merger is Not Completed”
“SPECIAL
FACTORS—Financing of the Merger”
“SPECIAL
FACTORS— Interests of the Company’s Directors and Executive Officers in the
Merger”
“THE
MERGER AGREEMENT (Proposal 1)”
“ANNEX A—
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER”
Item 7. Purposes, Alternatives,
Reasons and Effects.
(a) Purposes.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS— Purpose and Reasons for the Merger for Skywide, Merger Sub, Tianzhou
Deng and Bo Huang”
(b) Alternatives.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
10
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS— Purpose and Reasons for the Merger for Skywide, Merger Sub, Tianzhou
Deng and Bo Huang”
“SPECIAL
FACTORS—Position of Skywide, Merger Sub, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“SPECIAL
FACTORS—Effects on the Company if the Merger is Not Completed”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL
FACTORS”
“THE
MERGER AGREEMENT (Proposal 1)”
“ANNEX A—
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER”
Item 8. Fairness of the
Going-Private Transaction.
(a) Fairness.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET”
“SPECIAL
FACTORS—Background of the Merger”
11
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS—Position of Skywide, Merger Sub, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
(b) Factors
Considered in Determining Fairness. The information set forth in the
Proxy Statement under the following captions is incorporated herein by
reference:
“SUMMARY
TERM SHEET”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS— Opinion of Sinoenergy’s Financial Advisor”
“SPECIAL
FACTORS— Purpose and Reasons for the Merger for Skywide, Merger Sub, Tianzhou
Deng and Bo Huang”
“SPECIAL
FACTORS—Position of Skywide, Merger Sub, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“SPECIAL
FACTORS—Plans for the Company After the Merger”
“SPECIAL
FACTORS—Effects of the Merger”
“SPECIAL
FACTORS—Effects on the Company if the Merger is Not Completed”
“SPECIAL
FACTORS—Provisions for the Unaffiliated Shareholders”
“SPECIAL
FACTORS— Interests of the Company’s Directors and Executive Officers in the
Merger”
“ANNEX
B—FAIRNESS OPINION OF BREAN MURRAY, CARRET & CO. LLC”
(c) Approval
of Security Holders. The transaction is not structured so that approval
of at least a majority of unaffiliated security holders is
required. The adoption of the merger agreement requires the
affirmative vote of the shareholders holding a majority of the shares of the
Company's common stock outstanding and entitled to vote at the special meeting.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“THE
SPECIAL MEETING— Record Date and Voting”
“THE
SPECIAL MEETING— Required Vote”
12
(d) Unaffiliated
Representative. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
(e) Approval
of Directors. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
(f) Other
Offers. The information set forth in the Proxy Statement under the
following caption is incorporated herein by reference:
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS—Position of Skywide, Merger Sub, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
Item 9. Reports, Opinions,
Appraisals and Negotiations.
(a) Report,
Opinion or Appraisal. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS— Opinion of Sinoenergy’s Financial Advisor”
“SPECIAL
FACTORS—Position of Skywide, Merger Sub, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“ANNEX
B—FAIRNESS OPINION OF BREAN MURRAY, CARRET & CO. LLC”
(b) Preparer
and Summary of the Report, Opinion or Appraisal. The information set
forth in the Proxy Statement under the following captions is incorporated herein
by reference:
“SUMMARY
TERM SHEET”
“SPECIAL
FACTORS—Background of the Merger”
13
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS— Opinion of Sinoenergy’s Financial Advisor”
“SPECIAL
FACTORS—Position of Skywide, Merger Sub, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“ANNEX
B—FAIRNESS OPINION OF BREAN MURRAY, CARRET & CO. LLC”
(c) Availability
of Documents. The reports, opinions or appraisals referenced in this
Item 9 will be made available for inspection and copying at the principal
executive offices of the Company during its regular business hours by any
interested holder of the Company’s common stock or representative who has been
so designated in writing.
Item 10. Source and Amount of Funds
or Other Consideration.
(a) Source of
Funds. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“SPECIAL
FACTORS—Financing of the Merger”
(b) Conditions.
Not applicable.
(c) Expenses.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET”
“SPECIAL
FACTORS—Estimated Fees and Expenses of the Merger”
“THE
SPECIAL MEETING— Proxy Solicitation”
“THE
MERGER AGREEMENT (Proposal 1)— Termination Fees and Expenses”
“ANNEX A—
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER”
(d) Borrowed
Funds. Not applicable.
Item 11. Interest in Securities of
the Subject Company.
(a) Securities
Ownership. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“SPECIAL
FACTORS— Interests of the Company’s Directors and Executive Officers in the
Merger”
“THE
SPECIAL MEETING—Share Ownership of Directors and Executive
Officers”
14
“IMPORTANT
INFORMATION REGARDING SINOENERGY— Security Ownership of Certain Beneficial
Owners and Management”
(b) Securities
Transactions. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“IMPORTANT
INFORMATION REGARDING SINOENERGY— Recent Transactions”
“IMPORTANT
INFORMATION REGARDING SKYWIDE CAPITAL MANAGEMENT LIMITED, SNEN ACQUISITION
CORP., TIANZHOU DENG AND BO HUANG”
Item 12. The Solicitation or
Recommendation.
(d) Intent to
Tender or Vote in a Going-Private Transaction. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
“SUMMARY
TERM SHEET”
“SPECIAL
FACTORS— Interests of the Company’s Directors and Executive Officers in the
Merger”
“THE
SPECIAL MEETING—Share Ownership of Directors and Executive
Officers”
“THE
MERGER AGREEMENT (Proposal 1)— Treatment of Stock and
Options/Warrants”
(e) Recommendations
of Others. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS—Position of Skywide, Merger Sub, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“THE
MERGER AGREEMENT (Proposal 1)— Representations and Warranties”
“ANNEX A—
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER”
Item 13. Financial
Statements.
(a) Financial
Information. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“IMPORTANT
INFORMATION REGARDING SINOENERGY—Selected Historical Financial
Data”
15
“IMPORTANT
INFORMATION REGARDING SINOENERGY—Ratio of Earnings to Fixed
Charges”
“IMPORTANT
INFORMATION REGARDING SINOENERGY—Book Value Per Share”
“ANNEX C—
ANNUAL REPORT ON FORM 10-K OF SINOENERGY CORPORATION FOR THE YEAR ENDED
SEPTEMBER 30, 2009”
“ANNEX D—
QUARTERLY REPORT ON FORM 10-Q OF SINOENERGY CORPORATION FOR THE QUARTER ENDED
DECEMBER 31, 2009”
(b) Pro Forma
Information. Not
applicable.
Item 14. Persons/Assets Retained,
Employed, Compensated or Used.
(a) Solicitations
or Recommendations. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Purposes and Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS— Estimated Fees and Expenses of the Merger ”
“SPECIAL
FACTORS— Interests of the Company’s Directors and Executive Officers in the
Merger”
“THE
SPECIAL MEETING— Proxy Solicitation”
(b) Employees
and Corporate Assets. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“SPECIAL
FACTORS—Effects of the Merger”
“SPECIAL
FACTORS— Interests of the Company’s Directors and Executive Officers in the
Merger”
Item 15. Additional
Information.
(b) Other
Material Information.
The information contained in the Proxy Statement, including all annexes
thereto, is incorporated herein by reference.
Item 16. Exhibits.
16
(a)(1) Notice of Special
Meeting of Shareholders of Sinoenergy Corporation (incorporated herein by
reference to the Amendment No. 1 to Schedule 14A filed with the SEC by the
Company on April 8, 2010)
(c)(1) Fairness Opinion of
Brean Murray, Carret & Co., LLC, dated March 29, 2010 (incorporated herein
by reference to Annex B to the Amendment No. 1 to Schedule 14A filed with
the SEC by the Company on April 8, 2010)
(c)(2) Presentation of Brean
Murray, Carret & Co., LLC to the special committee of the board of directors
of the Company dated July 7, 2009*
(c)(3) Presentation of Brean
Murray, Carret & Co., LLC to the special committee of the board of directors
of the Company dated March 22, 2010
(d)(1) Amended and Restated
Agreement and Plan of Merger, dated as of March 29, 2010, among Skywide, Merger
Sub and the Company (incorporated herein by reference to Annex A to the
Amendment No. 1 to Schedule 14A filed with the SEC by the Company on April 8,2010)
(f) Not
Applicable.
(g) None.
*Previously
Filed.
17
SIGNATURES
After
due inquiry and to the best of its knowledge and belief, the undersigned certify
that the information set forth in this statement is true, complete and
correct.
Notice
of Special Meeting of Shareholders of Sinoenergy Corporation (incorporated
herein by reference to the Amendment No. 1 to Schedule 14A filed with
the SEC by the Company on April 8, 2010)
Presentation
of Brean Murray, Carret & Co., LLC to the special committee of the
board of directors of the Company dated July 7, 2009*
(c)(3)
Presentation
of Brean Murray, Carret & Co., LLC to the special committee of the
board of directors of the Company dated March 22, 2010
(d)(1)
Amended
and Restated Agreement and Plan of Merger, dated as of March 29, 2010,
among Skywide, Merger Sub and the Company (incorporated herein by
reference to Annex A to the Amendment No. 1 to Schedule 14A filed with the
SEC by the Company on April 8, 2010)
(f)
Not
Applicable
(g)
None.
*Previously
Filed.
19
Dates Referenced Herein and Documents Incorporated by Reference