BEIJING, 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."
Mr. 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.
BofA Merrill Lynch is serving as financial advisor to the
Special Committee. Deutsche Bank is serving as financial
advisor to Mr. Fu and Abax. Gibson, Dunn & Crutcher LLP is
serving as legal advisor to the Special Committee. Loeb &
Loeb LLP is serving as legal advisor to the Company. Skadden,
Arps, Slate, Meagher & Flom is serving as legal advisor to Mr.
Fu. Weil, Gotshal & Manges LLP is serving as legal advisor
to Abax.
Additional Information about the Merger
In connection with the proposed merger, the Company will prepare
and file with the Securities and Exchange Commission ("SEC") a
proxy statement. INVESTORS ARE URGED TO READ CAREFULLY AND IN ITS
ENTIRETY THE PROXY STATEMENT AND OTHER MATERIALS FILED WITH THE SEC
REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE, AS THEY
WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to
obtain these documents without charge, from the SEC's website
(http://www.sec.gov). In addition, these documents can be obtained,
without charge, by contacting the Company's Investor Relations
department at the following address and phone number:
TYG Center Tower B, Suite 2601
Dongsanhuan Bei Lu, Bing 2
Chaoyang District
Beijing, China, 100027
(+1) 615.377.4183
The Company and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from the
Company's shareholders with respect to the proposed merger.
Information regarding the executive officers and directors of the
Company is included in the Definitive Proxy Statement on Schedule
14A filed by the Company with the SEC on April 27, 2012 with respect to the 2012 Annual
Meeting of Shareholders of the Company. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be, to the extent required, contained
in the proxy statement to be filed with the SEC regarding the
proposed merger.
About Fushi Copperweld
Fushi Copperweld, Inc., through its wholly owned subsidiaries,
Fushi International (Dalian)
Bimetallic Cable Co. Ltd., and Copperweld Bimetallics LLC, is the
leading manufacturer and innovator of copper-clad bimetallic
engineered conductor products for electrical, telecommunications,
transportation, utilities and industrial applications. With
extensive design and production capabilities, and a long-standing
dedication to customer service, Fushi Copperweld is the preferred
choice for bimetallic products worldwide.
Safe Harbor Statement
This press release may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Forward-looking statements can be identified by the use
of forward-looking terminology such as "will" "believes", "expects"
or similar expressions. All statements that address events or
developments that we expect or anticipate will occur in the future
– including statements relating to the expected timetable for
completing the proposed transaction and the ability of the Company
to obtain the approvals required to consummate the transaction –
are forward-looking statements. These forward-looking
statements may also include statements about our proposed
discussions related to our business or growth strategy, which is
subject to change. Such information is based upon expectations of
our management that were reasonable when made but may prove to be
incorrect. All of such assumptions are inherently subject to
uncertainties and contingencies beyond our control and upon
assumptions with respect to future business decisions, which are
subject to change. We do not undertake to update the
forward-looking statements contained in this press release. For a
description of the risks and uncertainties that may cause actual
results to differ from the forward-looking statements contained in
this press release, see our most recent Annual Report filed with
the Securities and Exchange Commission (SEC) on Form 10-K, and our
subsequent SEC filings. Copies of filings made with the SEC are
available through the SEC's electronic data gathering analysis
retrieval system (EDGAR) at www.sec.gov.
Contacts:
Investors:
Jolin Qiao
Investor Relations Officer, Fushi Copperweld, Inc.
+1.615.377.4183
IR@fushicopperweld.com
Media:
Matt Sherman / Averell Withers / Joe
Berg
Joele Frank, Wilkinson Brimmer
Katcher
+1.212.355.4449
SOURCE Fushi Copperweld, Inc.