Nov. 1, 2011
/PRNewswire/ -- Harbin Electric, Inc. ("Harbin Electric" or the "Company"; NASDAQ: HRBN), a leading developer and manufacturer of a wide array of electric motors in
the People's Republic of China
, today announced it has commenced the closing process of the merger contemplated by the Agreement and Plan of Merger, dated
June 19, 2011
, as amended, pursuant to which the Company will become a wholly-owned subsidiary of Tech Full Electric Company Limited ("Tech Full Electric"), which is controlled by Mr.
, the Company's Chairman and Chief Executive Officer.
As part of the closing process, the Company has filed the Articles of Merger with the
Secretary of State. Trading of the Company's common stock has been suspended on the NASDAQ Global Select Market as of market close today. NASDAQ has filed a notification of removal of listing and registration on Form 25 with the Securities and Exchange Commission ("SEC") with respect to Harbin Electric's common stock.
As previously announced, at the Company's Special Meeting of Shareholders held on
October 29, 2011
, the Merger Agreement was approved by approximately 90.6% of the outstanding shares of Harbin Electric common stock and approximately 84.2% of total unaffiliated shares of Harbin Electric, satisfying the majority of unaffiliated stockholders voting requirement set forth in the Merger Agreement.
Due to the multi-jurisdictional nature of Harbin Electric and different time zones involved in the closing process, the Company currently anticipates the "going private" transaction will be completed on
November 2, 2011
(U.S. time). The Company intends to publicly announce when the closing of the transaction is completed.
Safe Harbor Statement
The actual results of Harbin Electric, Inc. could differ materially from those described in this press release. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release may be found in the Company's periodic filings with the Securities and Exchange Commission ("SEC"), including the factors described in the section entitled "Risk Factors" in its annual report on Form 10-K/A for the year ended
December 31, 2010
, filed with the SEC on
September 29, 2011
. The Company does not undertake any obligation to update forward-looking statements contained in this press release. This press release contains forward-looking information about the Company that is intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "project," "plan," "seek," "intend," or "anticipate" or the negatives thereof, or comparable terminology, and include discussions of strategy, and statements about industry trends and the Company's future performance, operations and products.
A number of the matters discussed herein that are not historical or current facts deal with potential future circumstances and developments, in particular, whether and when the transactions contemplated by the Merger Agreement will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: any conditions imposed on the parties in connection with consummation of the transactions described herein; adoption of the Merger Agreement by the Company's shareholders; satisfaction of various other conditions to the closing of the transactions described herein; and the risks that are described from time to time in the Company's reports filed with the SEC.