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Emeren Group Ltd has entered into a merger agreement under which each Company Ordinary Share (other than excluded shares) will be converted into US$0.20 cash per share and each ADS (representing ten shares) into US$2.00 cash per ADS. A shareholders meeting is scheduled for October 21, 2025 at 10:00 a.m. ET in Raleigh, NC. Vested RSUs and certain vested options will be cashed out at US$0.20 per share equivalent; unvested awards are to be replaced with substantially similar incentive awards to be determined by Parent. The Buyer Group believes the Per Share/Per ADS consideration represents a 68.1% premium to the unaffected price as of March 14, 2025. The Merger Agreement is not subject to a financing condition and includes a mutual termination framework, a US$4,500,000 termination fee in certain circumstances, extensive pre-closing covenants limiting Company actions, and six-year indemnification and D&O insurance provisions for former directors and officers.

Shah Capital Management, Shah Capital Opportunity Fund LP and their President/CIO, Himanshu H. Shah (collectively the 鈥淩eporting Persons鈥�) have filed Amendment No. 9 to their Schedule 13D on Emeren Group Ltd (NYSE: SOL). The amendment is triggered by the execution, on 18 June 2025, of an Agreement and Plan of Merger between Emeren, Shurya Vitra Ltd. ("Parent") and Emeren Holdings Ltd. ("Merger Sub").

Key ownership data: the Reporting Persons beneficially own 18,818,236 American Depositary Shares (ADSs), equal to 36.67 % of Emeren鈥檚 outstanding Ordinary Shares (each ADS represents ten Ordinary Shares). Voting and dispositive power is shared over 18,761,866 ADSs; Mr. Shah holds sole power over 56,370 ADSs.

Merger economics: 鈥� Each Ordinary Share will be converted into the right to receive US$0.20 in cash. 鈥� Each ADS will receive US$2.00 in cash. Excluded Shares, treasury shares and shares owned by Parent will be cancelled without consideration. Dissenting shareholders may pursue fair-value appraisal rights under Section 179 of the BVI Business Companies Act.

Equity awards: Vested options and RSUs will be cashed out based on the per-share consideration; unvested awards will roll into substantially similar awards of the surviving entity.

Process & governance: The Merger was unanimously approved by Emeren鈥檚 Board following a unanimous recommendation of a three-member independent special committee. The Company is subject to customary no-shop and fiduciary-out provisions. Closing is conditioned on shareholder approval, regulatory clearances and absence of injunctions. The outside date is 31 December 2025.

Financing & guarantees: Mr. Shah signed an Equity Commitment Letter to provide capital sufficient to fund the cash consideration and related costs. He also delivered a Limited Guarantee covering the US$4.5 million reverse termination fee payable by Parent under specified circumstances. Reciprocal US$4.5 million termination fees apply to both parties.

Support agreements: Certain existing shareholders ("Rollover Securityholders") have signed a Rollover and Support Agreement to vote their securities in favour of the Merger and to cancel their shares at closing.

Post-closing: Upon completion, Emeren will become a wholly owned subsidiary of Parent, its Ordinary Shares and ADSs will be delisted from the NYSE and deregistered under the Exchange Act.

Material take-aways for investors: 1) A cash exit at US$2.00/ADS is now on the table and backed by holders of more than one-third of the equity. 2) Minority shareholders must evaluate the adequacy of the offer ahead of a forthcoming vote and consider appraisal options. 3) Transaction is expected to close by 31 Dec 2025, subject to customary conditions.

Emeren Group Ltd (NYSE: SOL) has executed a definitive Agreement and Plan of Merger dated 18 June 2025 with Shurya Vitra Ltd. (Parent) and its wholly-owned subsidiary, Emeren Holdings Ltd. (Merger Sub). Merger Sub will be merged with and into Emeren, leaving Emeren as the surviving entity and a wholly-owned subsidiary of Parent.

Consideration:

• $0.20 in cash per ordinary share (excluding treasury, rollover, and dissenting shares).
• $2.00 in cash per American Depositary Share (each ADS represents ten ordinary shares).

Equity-based awards: vested options with strike prices below $0.20 will be cashed out; other options and unvested RSUs will be rolled into substantially similar incentive awards of the surviving company.

Governance process: an independent Special Committee unanimously recommended the transaction; the full board subsequently approved it. A majority vote of ordinary shares present and voting is required to close.

Key conditions: (i) shareholder approval, (ii) required regulatory clearances, (iii) accuracy of representations, (iv) absence of injunctions, and (v) no material adverse effect.

Deal protections: customary no-shop clause with fiduciary-out, symmetrical termination fee of $4.5 million, and outside date of 31 Dec 2025.

Financing: Parent delivered an equity commitment letter and limited guarantee from Himanshu H. Shah to fund the full purchase price.

Post-closing: Emeren鈥檚 ordinary shares and ADSs will be delisted from the NYSE and deregistered under the Exchange Act.

The company will file a proxy statement (Schedule 14A) and Schedule 13E-3 with the SEC; shareholders are urged to read these materials before voting.

Emeren Group (NYSE:SOL) disclosed that on 18 June 2025 it executed a definitive Agreement and Plan of Merger with Shurya Vitra Ltd. and its wholly owned subsidiary. Merger Sub will merge with Emeren, and Emeren will survive as a private company. Each ordinary share will be converted into $0.20 cash; each ADS, representing ten ordinary shares, will receive $2.00 cash, both without interest. The transaction was unanimously approved by an independent Special Committee and the full board.

Vested in-the-money options will be cashed out, while out-of-the-money or unvested options and RSUs will roll into substantially similar incentive awards of the surviving entity. Closing is subject to majority shareholder approval, required regulatory consents, accuracy of representations, and the absence of injunctions or material adverse effects.

The agreement contains a customary no-shop covenant with a fiduciary-out, mutual $4.5 million termination fees, and an outside date of 31 December 2025. Financing is backed by an equity commitment letter and limited guarantee from investor Himanshu H. Shah, intended to fund the entire merger consideration. Upon completion, Emeren鈥檚 ordinary shares and ADSs will be delisted from the NYSE and deregistered.