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June 28, 2012 /PRNewswire-Asia-FirstCall/ -- Fushi Copperweld, Inc. ("Fushi" or the "Company") (Nasdaq: FSIN) today announced that it has entered into an Agreement and Plan of Merger (the "Merger Agreement") with entities affiliated with its Chairman and Co-Chief Executive Officer, Mr.
Li Fu, and Abax Global Capital (
Hong Kong) Limited ("Abax"), at a price of
$9.50 per share in cash.
Under the terms of the Merger Agreement, each share of the Company's common stock that is issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive
$9.50 in cash without interest, except for shares owned by Mr. Fu, Abax and their respective affiliates, who currently beneficially own an aggregate of approximately 29.4% of the Company's outstanding shares.
The Company's Board of Directors, acting upon the unanimous recommendation of the Special Committee of the Board of Directors, which is comprised solely of independent and disinterested directors, approved and adopted the Merger Agreement and recommends that the Company's shareholders vote to approve the Merger Agreement.
There is no financing condition to completion of the merger. Mr. Fu and Abax have secured fully committed debt financing from China Development Bank Corporation Hong Kong Branch to finance the transaction.
Jack Perkowski, Chairman of the Special Committee, said, "The Special Committee undertook an extremely thorough and comprehensive review of the offer presented by Mr. Fu and Abax to ensure that the interests of all Fushi shareholders not participating in the buyout proposal were best served. With the assistance of independent financial and legal advisors, we established the credibility of the offer, including the availability of committed debt financing from China Development Bank Corporation Hong Kong Branch. We unanimously determined that this transaction provides all disinterested shareholders with an immediate and substantial cash premium for their investment in Fushi."
Li Fu, Chairman and Co-Chief Executive Officer of Fushi, said, "I want to thank the Special Committee for taking the time to thoroughly review and evaluate our offer and our shareholders for their patience and understanding throughout this process. Fushi's success is driven by the ongoing efforts of our talented employees, and I am also deeply appreciative for their tireless work and dedication to our customers and Fushi's continued success."
Donald Yang, Managing Partner at Abax, said, "We are pleased that the Special Committee has accepted our going private proposal and wish to thank each of the Special Committee's members for their diligent efforts."
The merger is subject to approval of the Merger Agreement by the Company's shareholders (including the approval of the holders of at least 60% of the outstanding Fushi shares not owned by Mr. Fu, Abax and their respective affiliates) and other customary closing conditions. The Company will schedule a special meeting of shareholders for the purpose of voting on the approval of the Merger Agreement. The transaction is currently expected to close in the fourth quarter of 2012. If completed, the merger will result in the Company becoming a privately-held company, and its common stock will no longer be listed on any public market.