Solar Power, Inc. (SPI), a provider of PV solutions for business, residential, government and utility clients, and SPI Energy Co., Ltd., a company incorporated under the laws of the Cayman Islands (SPI Energy), announced that the proposed merger to reorganize SPI as a Cayman Islands company has been approved by the stockholders of SPI.
SPI expects the merger to become effective on December 31, 2015, subject to the satisfaction or waiver of the closing conditions in the Second Amended and Restated Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated October 30, 2015, by and among SPI, SPI Energy and SPI Merger Sub, Inc.
As a result of the merger, SPI Energy, currently a wholly-owned subsidiary of SPI, will become the parent company of the SPI group of companies. It is anticipated that the SPI Energy ADSs will be quoted on the OTC Markets on January 4, 2016 and that it will qualify as a "foreign private issuer" under the rules and regulations of the Securities and Exchange Commission.
Pursuant to the Merger Agreement, each ten issued and outstanding shares of the Company's common stock acquired prior to 3:00 P.M. EST, November 5, 2015 will be converted into the right to receive one American depositary share, representing ten SPI Energy ordinary shares ("ADS"); and issued and outstanding shares of the common stock of the Company acquired after 3:00 P.M. EST, November 5, 2015 will receive SPI Energy ordinary shares.
SPI and SPI Energy are in the process of applying for listing of the ADSs with the Nasdaq Capital Market and expect to complete that process in early 2016.