Fushi Copperweld Announces Stockholder Approval Of Merger With Green Dynasty Limited
BEIJING, Dec. 11, 2012 /PRNewswire/ -- Fushi Copperweld, Inc. ("Fushi Copperweld" or the "Company"; NASDAQ: FSIN), the leading global manufacturer and innovator of copper-clad bimetallic wire used in a variety of telecommunication, utility, transportation and other electrical applications, announced today that Fushi Copperweld stockholders voted at a special meeting of stockholders to approve, among other things, the Agreement and Plan of Merger dated as of June 28, 2012 (the "Merger Agreement"), among the Company, Green Dynasty Limited ("Green Dynasty"), Green Dynasty Acquisition, Inc. ("Merger Sub"), and Green Dynasty Holdings Limited, pursuant to which Merger Sub will merge with and into the Company and the Company will continue as the surviving corporation and will be a wholly-owned subsidiary of Green Dynasty.
Approximately 75.7% of the Company's total outstanding shares of common stock were voted in person or by proxy at the Special Meeting of Stockholders held earlier today in New York City. The Merger Agreement was approved by approximately 75.4% of the outstanding shares of Fushi Copperweld common stock and approximately 65.2% of the total outstanding shares of Fushi Copperweld not owned by the buyer group, satisfying the requirement set forth in the Merger Agreement that at least 60% of the shares not owned by the buyer group approve the Merger Agreement. Approximately 0.1% of the outstanding shares of Fushi Copperweld common stock were voted against the approval of the Merger Agreement.
The Company currently anticipates closing the transaction this week. Under the terms of the Merger Agreement, following the closing Fushi Copperweld stockholders will be entitled to receive $9.50 in cash for each share of Fushi Copperweld common stock that they hold, without interest and less any applicable withholding taxes, except for shares held in treasury of the Company or owned by the buyer group, which will be cancelled without consideration. Letters of transmittal allowing Fushi Copperweld stockholders of record to deliver their shares to the paying agent in exchange for payment of the merger consideration will be mailed within two business days of the effective date of the merger. Stockholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash, as such conversions will be handled by the bank or broker.
The merger will result in Fushi Copperweld becoming a privately-held company, and its common stock will no longer be listed on the NASDAQ Global Select Market.
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