Emeren Group Announces Completion of Merger

Rhea-AI Summary

Emeren Group (NYSE: SOL) announced the completion of its merger under the Merger Agreement dated June 18, 2025 (amended September 2, 2025), making Emeren a wholly owned subsidiary of Shurya Vitra Ltd.

Each outstanding ordinary share was cancelled for US$0.20 per share and each ADS (representing ten shares) was cancelled for US$2.00 per ADS in cash, net of withholding and minus a US$0.05 per ADS cancellation fee. Payment will be made to surrendering ADS holders via The Bank of New York Mellon as soon as practicable.

The company requested suspension of ADS trading and NYSE delisting effective December 15, 2025, and intends to file a Form 15 to terminate Exchange Act reporting within ten days.

Positive

• Merger completed; company now wholly owned by Parent
• Cash consideration set at US$0.20 per share (US$2.00 per ADS)

Negative

• ADS trading suspended and NYSE delisting requested effective December 15, 2025
• Reporting termination planned via Form 15 within ten days, ending SEC reporting obligations

Key Figures

Per-share merger cash: US$0.20 per Share Per-ADS merger cash: US$2.00 per ADS ADS cancellation fee: US$0.05 per ADS +3 more

6 metrics

Per-share merger cash US$0.20 per Share Cash consideration for each ordinary share under Merger Agreement

Per-ADS merger cash US$2.00 per ADS Cash consideration for each ADS (before fees and taxes)

ADS cancellation fee US$0.05 per ADS Cancellation fee deducted per ADS under deposit agreement

ADS share ratio 10 Shares per ADS Each ADS represents ten ordinary shares

Pre-merger price $1.94 Last price before merger completion announcement

Deal-day volume 605,561 shares Trading volume on merger completion news day

Market Reality Check

Price: $1.94 Vol: Volume 605,561 is 2.24x t...

high vol

$1.94 Last Close

Volume Volume 605,561 is 2.24x the 20-day average of 270,554 ahead of the merger close. high

Technical Price 1.94 is trading above the 200-day MA at 1.74 going into the cash-out event.

Peers on Argus

While SOL was up 0.52% with elevated volume, key solar peers like FTCI, SPWR and...

While SOL was up 0.52% with elevated volume, key solar peers like FTCI, SPWR and SMXT showed declines between -3.57% and -4.22%, pointing to deal-specific trading rather than a sector move.

Historical Context

5 past events · Latest: Dec 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 09	EGM approval	Positive	+1.1%	Shareholders approved the merger agreement and related compensation proposals.
Oct 13	EGM notice	Positive	+2.2%	Company set December 9 EGM to seek approval of the merger with Shurya Vitra.
Oct 02	EGM reschedule	Negative	-1.1%	Cancelled October 21 EGM to address SEC review and amend proxy filings.
Sep 02	Merger EGM call	Positive	+2.7%	Announced October 21 EGM to vote on the merger and related resolutions.
Jul 03	Mgmt change, prelim	Neutral	+0.0%	Named new Executive Vice President for North America alongside preliminary Q2 details.

Pattern Detected

Recent merger-related headlines have consistently produced price moves aligned with the news tone, with no divergences in the last five events.

Recent Company History

This announcement completes a going‑private process that has dominated Emeren’s newsflow since June 18, 2025. Notices and results of extraordinary general meetings on September 2, October 13, and December 9, 2025 all centered on approving the merger with Shurya Vitra. Regulatory filings detailed the cash consideration and delisting plans. A July 2025 leadership change in North America was the only non-merger update. Today’s completion and delisting follow through on those previously outlined steps.

Market Pulse Summary

This announcement finalizes Emeren’s going‑private transaction, converting each ordinary share into ...

Analysis

This announcement finalizes Emeren’s going‑private transaction, converting each ordinary share into US$0.20 and each ADS into US$2.00 in cash, less a US$0.05 fee per ADS. The company becomes a wholly owned subsidiary of its buyer, with NYSE trading suspended and SEC reporting obligations ending after a planned Form 15 filing. Investors should note that appraisal rights and excluded share categories follow the framework outlined in BVI corporate law and prior filings.

Key Terms

american depositary share, ads, appraisal rights, bvi business companies act, +2 more

6 terms

american depositary share financial

"each American depositary share ("ADS"), each representing ten Shares, has been cancelled"

An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.

ads financial

"each American depositary share ("ADS"), each representing ten Shares"

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

appraisal rights regulatory

"as to which appraisal rights have been properly exercised in accordance with Section 179"

A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.

bvi business companies act regulatory

"in accordance with Section 179 of the BVI Business Companies Act, as amended"

A legal framework that sets the rules for forming, running and dissolving companies incorporated in the British Virgin Islands, acting like a rulebook for corporate structure, ownership and governance. It matters to investors because it defines legal rights, liability protections, reporting obligations and how disputes or ownership changes are handled — similar to knowing a building’s blueprints and emergency exits before buying a condo in that jurisdiction.

form 25 regulatory

"requested that the NYSE file a Form 25 with the Securities and Exchange Commission"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

form 15 regulatory

"by filing a Form 15 with the SEC in ten days"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

AI-generated analysis. Not financial advice.

NORWALK, Conn., Dec. 15, 2025 /PRNewswire/ -- Emeren Group Ltd ("Emeren" or the "Company") (www.emeren.com) (NYSE: SOL), a leading global solar project developer, owner, and operator, today announced the completion of the merger contemplated by the previously announced agreement and plan of merger dated June 18, 2025, as amended by an amendment agreement dated September 2, 2025 (the "Merger Agreement"), among the Company, 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"). As a result of the merger, the Company became a wholly owned subsidiary of Parent.

Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on December 9, 2025, each outstanding ordinary share of the Company ("Share") has been cancelled in exchange for the right to receive US$0.20 per Share and each American depositary share ("ADS"), each representing ten Shares, has been cancelled in exchange for the right to receive US$2.00 per ADS (less a US$0.05 per ADS cancellation fee pursuant to the terms of the deposit agreement), in each case, in cash, without interest and net of any applicable withholding taxes, except for the Shares (including Shares represented by ADSs): (a) held by the Company as treasury shares or owned by Parent, Merger Sub or any other affiliate thereof (the "Cancelled Shares"), (b) as to which appraisal rights have been properly exercised in accordance with Section 179 of the BVI Business Companies Act, as amended (the "BVI Companies Act") (the "Dissenting Shares") and (c) held by any Rollover Securityholder (as defined in the Merger Agreement) (the "Rollover Shares," and together with the Cancelled Shares and the Dissenting Shares, the "Excluded Shares").

Payment of the merger consideration will be made to surrendering ADS holders and holders of ADSs in uncertificated form as soon as practicable after The Bank of New York Mellon, a New York banking corporation (the "Depositary") receives the merger consideration.

The Company also announced today that it requested that trading of its ADSs on the New York Stock Exchange (the "NYSE") be suspended beginning on December 15, 2025. The Company requested that the NYSE file a Form 25 with the Securities and Exchange Commission (the "SEC") notifying the SEC of the delisting of the Company's ADSs on the NYSE and the deregistration of the Company's registered securities. The Company intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by filing a Form 15 with the SEC in ten days. The Company's obligation to furnish to or file with the SEC certain reports and forms, including Form 10-K and Form 8-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

SAFE HARBOR STATEMENT

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "targets, "confident" and similar statements. Among other things, statements that are not historical facts, including statements about the payment of the merger consideration, Emeren's delisting of ADSs on the NYSE and deregistration under the Exchange Act, and other statements of beliefs and expectations and strategic and operational plans, are or contain forward-looking statements. Emeren may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its periodic reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. All forward-looking statements are based upon management's expectations at the time of the statements and involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: actions by third parties such as the NYSE and the SEC; execution of Emeren's strategies and business plans; growth and trends of the industries in which Emeren operates; market acceptance of Emeren's products and services; competition in the industries in which Emeren operates; Emeren's ability to control costs and expenses; Emeren's ability to retain key personnel and attract new talent; relevant government policies and regulations relating to Emeren's industry, corporate structure and business operations; seasonality in the business; fluctuations in currencies exchange rates; risks related to acquisitions or investments Emeren has made or will make in the future; accounting adjustments that may occur during the quarterly or annual close or auditing process; and fluctuations in general economic, political, geopolitical and business conditions. Further information regarding these and other risks are included in Emeren's filings with the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of the press release and based on assumptions that Emeren believes to be reasonable as of this date, and Emeren undertakes no obligation to update any forward-looking statement, except as required under applicable law.

ABOUT EMEREN GROUP LTD 

Emeren Group Ltd (NYSE: SOL), a renewable energy leader, showcases a comprehensive portfolio of solar projects and Independent Power Producer (IPP) assets, complemented by a significant global Battery Energy Storage System (BESS) capacity. Specializing in the entire solar project lifecycle — from development through construction to financing — we excel by leveraging local talent in each market, ensuring our sustainable energy solutions are at the forefront of efficiency and impact. Our commitment to enhancing solar power and energy storage underlines our dedication to innovation, excellence, and environmental responsibility. For more information, go to www.emeren.com.

Contacts: 

Emeren Group Ltd - Investor Relations
+1 (925) 425-7335
ir@emeren.com 

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SOURCE Emeren Group Ltd

FAQ

What did Emeren Group (SOL) announce on December 15, 2025 about the merger?

Emeren announced the Merger is complete and the company is now a wholly owned subsidiary of Shurya Vitra Ltd.

How much cash will Emeren (SOL) shareholders and ADS holders receive in the merger?

Each ordinary share receives US$0.20; each ADS (10 shares) receives US$2.00, less a US$0.05 per ADS cancellation fee and applicable withholding taxes.

When will Emeren (SOL) ADS trading be suspended and delisted from the NYSE?

The company requested ADS trading be suspended and NYSE delisting begin on December 15, 2025.

How and when will Emeren (SOL) stop filing SEC reports?

Emeren intends to file a Form 15 within ten days to terminate Exchange Act reporting; certain filing obligations will be suspended upon Form 15 filing.

How will merger consideration be paid to Emeren (SOL) ADS holders?

Payment will be made in cash to surrendering ADS holders and holders in uncertificated form via The Bank of New York Mellon as soon as practicable after receipt of funds.