UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 3)
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
Ossen Innovation
Co., Ltd.
(Name of the Issuer)
Ossen Innovation Co., Ltd.
New Ossen Group Limited
New Ossen Innovation Limited
Acme Innovation Limited
Pujiang International Group Limited
Elegant Kindness Limited
Dr. Liang Tang
(Names of Persons Filing Statement)
Ordinary Shares, par value $0.01 per share
(Title of Class of Securities)
G67908106
(CUSIP Number)
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Ossen
Innovation Co., Ltd.
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Dr.
Liang Tang
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c/o
Wei Hua
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New
Ossen Group Limited
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518
Shangcheng Road, Floor 17
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New
Ossen Innovation Limited
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Pudong
District, Shanghai, 200120
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Acme
Innovation Limited
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People’s
Republic of China
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Pujiang
International Group Limited
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Telephone:
+86 (21) 6888-888
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Elegant
Kindness Limited
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16/F,
No. 518, Shangcheng Road
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Pudong
District, Shanghai
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People’s
Republic of China
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Telephone:
+86 (21) 6888-888
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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With
copies to
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DLA
Piper (UK) LLP
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Wilson
Sonsini Goodrich & Rosati
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20th
Floor South Tower Beijing Kerry Center
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Jin
Mao Tower 38F, Unit 03-04
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No.1
Guanghua Road, Chaoyang District
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88
Century Boulevard
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Beijing
100020, PRC
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No.
2 Jianguomenwai Avenue
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Attention:
James Chang, Esq.; Yang Ge, Esq.
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Pudong,
Shanghai, 200121, China
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Facsimile:
+86 10 8520 0700
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Attention:
Dan Ouyang, Esq.; Jie Zhu, Esq.
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Facsimile:
+86 21 6165 1799
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This statement is filed in connection with (check the appropriate
box):
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¨
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The filing of solicitation
materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
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¨
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The
filing of a registration statement under the Securities Act of 1933.
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Check the following box if the soliciting
materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a
final amendment reporting the results of the transaction: ¨
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Calculation
of Filing Fee
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Transactional
Valuation*
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Amount
of Filing Fee**
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US$11,459,887
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US$1,250.27
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*
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Calculated solely for the purpose of determining the filing fee in
accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee
is calculated based on the sum of the aggregate cash payment for the proposed per share cash payment
of US$1.70 for 6,741,110 issued and outstanding ordinary shares of the issuer subject to the
transaction (the “Transaction Valuation”).
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**
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The amount of the filing fee, calculated in accordance with Exchange
Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year
2021, was calculated by multiplying the Transaction Valuation by 0.0001091.
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¨
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Check box if any
part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which
the offsetting of the fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Amount Previously
Paid: N/A
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Form or
Registration No.: N/A
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Filing Party: N/A
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Date Filed: N/A
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Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction,
or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the
contrary is a criminal offense.
Table
of Contents
Page
INTRODUCTION
This amendment
no. 3 to Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”),
is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing
Person,” and collectively, the “Filing Persons”): (a) Ossen Innovation Co., Ltd., a company with limited liability
incorporated under the laws of the British Virgin Islands (the “Company”), the issuer of the registered ordinary shares,
par value of US$$0.01 per share (each, a “Share” and collectively, the “Shares”); (b) New Ossen
Group Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”);
(c) New Ossen Innovation Limited, a company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned
Subsidiary of the Parent (“Merger Sub”); (d) Acme Innovation Limited, a company with limited liability incorporated
under the laws of the British Virgin Islands ; (e) Pujiang International Group Limited, a company with limited liability incorporated
under the laws of the Cayman Islands; (f) Elegant Kindness Limited, a company with limited liability incorporated under the laws of the
British Virgin Islands; and (g) Dr. Liang Tang, the chairman of the board of directors of the Company (“Dr. Tang”).
On
December 17, 2020, the Parent, the Merger Sub and the Company entered into an agreement and plan of merger, as amended on June 16,
2021 (the “Merger Agreement”) providing for the merger of Merger Sub with and into the Company (the
“Merger”), with the Company continuing as the surviving company after the Merger as a wholly-owned subsidiary of
the Parent.
Subject to the terms
and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), except as described
below, (i) each Share (other than Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time will be
cancelled and cease to exist in exchange for the right to receive US$1.70 per Share in cash and without interest and (ii) each ADS issued
and outstanding immediately prior to the Effective Time, together with each Share represented by such ADS, will be cancelled and cease
to exist in exchange for the right to receive US$5.10 per ADS (less US$0.05 per ADS cancellation fee payable pursuant to the terms of
the deposit agreement dated June 30, 2020 (the “Deposit Agreement”) by and among the Company, the Bank of New York
Mellon (the “ADS depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder).
The following Shares of the Company will not be converted into the right to receive the consideration described in the immediately preceding
sentence: (a) Shares (including ADSs corresponding to such Shares) beneficially owned by the Rollover Shareholder (the “Rollover
Shares”); (b) Shares (the “Dissenting Shares”) owned by holders of Shares who have validly exercised and
not effectively withdrawn or lost their appraisal rights pursuant to Section 179 of the BVI Business Companies Act, 2004, as amended
(the “BVI Companies Act”) (the “Dissenting Shareholders”); and (c) Shares (if any) owned by the
Company or any direct or indirect wholly-owned subsidiaries of the Company (or held in the Company’s treasury) and Shares held
by the Parent or any of its subsidiaries ((a), (b) and (c) collectively, the “Excluded Shares”). Each Excluded Share
(excluding the Dissenting Shares) issued and outstanding immediately prior to the Effective Time, will be cancelled and will cease to
exist, and no merger consideration will be delivered with respect thereto. Each Dissenting Share will be cancelled at the effective time
of the Merger for the right to receive the fair value of such Shares as determined in accordance with the provisions of the BVI Companies
Act.
The Merger remains subject
to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including the authorization and approval by an affirmative
vote of holders of Shares representing at least a majority of the of the outstanding Shares of the Company, present and voting in person
or by proxy as a single class at an extraordinary general meeting of the Company’s shareholders, which will be convened to consider
the authorization and approval of the Merger Agreement, articles of merger and a plan of merger (the “Plan of Merger”)
and the transactions contemplated by the Merger Agreement, including the Merger.
The Company will make
available to its shareholders a proxy statement (the “proxy statement”, a preliminary copy of which is attached as
Exhibit (a)-(1) to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which
the shareholders of the Company will consider and vote upon, among other proposals, a proposal to authorize and approve the Merger Agreement,
the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger. A copy of the Merger Agreement, together
with the Plan of Merger substantially in the form attached as Appendix 1 to the Merger Agreement, is attached to the proxy statement
as Annex A and is incorporated herein by reference. As of the date hereof, the proxy statement is in preliminary form and is subject
to completion.
The cross-references
below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy statement of the information
required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information
contained in the proxy statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses
to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the proxy statement and the annexes
thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the proxy statement.
All information contained
in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the
Company, has produced any disclosure with respect to any other Filing Person. No Filing Person, including the Company, is responsible
for the accuracy of any information supplied by any other Filing Person.
The filing of this Transaction
Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled”
by any other Filing Person, or that any other Filing Person is an “affiliate” of the Company within the meaning of Rule 13e-3
under Section 13(e) of the Exchange Act.
Item 1 Summary
Term Sheet
The information set forth
in the proxy statement under the following captions is incorporated herein by reference:
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·
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“Questions
and Answers about the Extraordinary General Meeting and the Merger”
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Item 2 Subject
Company Information
(a) Name
and Address. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
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·
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“Summary
Term Sheet - The Parties Involved in the Merger”
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(b) Securities.
The information set forth in the proxy statement under the following captions is incorporated herein by reference:
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·
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“The
Extraordinary General Meeting - Record Date; Shares and ADSs Entitled to Vote”
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·
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“The
Extraordinary General Meeting - Shareholders and ADS Holders Entitled to Vote; Voting Materials”
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·
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“Security
Ownership of Certain Beneficial Owners and Management of the Company”
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(c) Trading
Market and Price. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
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·
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“Market
Price of the Company’s Shares and ADSs, Dividends and Other Matters - Market
Price of the Shares and the ADSs”
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(d) Dividends.
The information set forth in the proxy statement under the following caption is incorporated herein by reference:
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·
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“Market
Price of the Company’s Shares and ADSs, Dividends and Other Matters - Dividend
Policy”
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(e) Prior
Public Offering. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
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·
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“Transactions
in the Shares and the ADSs - Prior Public Offerings”
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(f) Prior
Stock Purchase. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
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·
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“Transactions
in the Shares and the ADSs”
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·
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“Special
Factors - Related Party Transactions”
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Item 3 Identity
and Background of Filing Persons
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(a)
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Name and Address. Ossen Innovation Co., Ltd. is the subject
company. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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·
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“Summary
Term Sheet - The Parties Involved in the Merger”
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·
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“Annex
D - Directors and Executive Officers of Each Filing Person”
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(b)
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Business and Background of Entities. The information set forth
in the proxy statement under the following captions is incorporated herein by reference:
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·
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“Summary
Term Sheet - The Parties Involved in the Merger”
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·
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“Annex
D - Directors and Executive Officers of Each Filing Person”
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(c)
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Business and Background of Natural Persons. The information
set forth in the proxy statement under the following captions is incorporated herein by reference:
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·
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“Summary
Term Sheet - The Parties Involved in the Merger”
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·
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“Annex
D - Directors and Executive Officers of Each Filing Person”
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Item 4 Terms
of the Transaction
(a)-(1) Material Terms – Tender
Offers. Not applicable.
(a)-(2)
Material Terms – Merger or Similar Transactions. The information set forth in the proxy statement under the following
captions is incorporated herein by reference:
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·
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“Questions
and Answers about the Extraordinary General Meeting and the Merger”
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·
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“The
Extraordinary General Meeting”
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·
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“The
Merger Agreement and Plan of Merger”
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·
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“Annex
A - Agreement and Plan of Merger”
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(c)
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Different Terms. The information set forth in the proxy statement
under the following captions is incorporated herein by reference:
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·
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“Summary
Term Sheet - Interests of the Company’s Executive Officers and Directors
in the Merger”
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·
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“Special
Factors - Interests of Certain Persons in the Merger”
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·
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“The
Extraordinary General Meeting - Proposals to be Considered at the Extraordinary
General Meeting”
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·
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“The
Merger Agreement and Plan of Merger”
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·
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“Annex
A - Agreement and Plan of Merger”
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(d)
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Appraisal Rights. The information
set forth in the proxy statement under the following captions is incorporated herein by reference:
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·
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“Summary
Term Sheet - Appraisal Rights of Shareholders”
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·
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“Questions
and Answers about the Extraordinary General Meeting and the Merger”
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·
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“Special
Factors - Appraisal Rights”
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·
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“Annex
C - BVI Business Companies Act, 2004 - Section 179”
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(e)
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Provisions for unaffiliated shareholders.
The information set forth in the proxy statement the following caption is incorporated herein
by reference:
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·
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“Provisions
for Unaffiliated Security Holders”
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(f)
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Eligibility of Listing or Trading.
Not applicable.
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Item
5 Past Contracts, Transactions, Negotiations and Agreements
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(a)
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Transactions. The information set
forth in the proxy statement under the following captions is incorporated herein by reference:
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·
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“Special
Factors - Interests of Certain Persons in the Merger”
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·
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“Special
Factors - Related Party Transactions”
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·
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“Transactions
in the Shares and the ADSs”
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(b)
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Significant Corporate Events. The
information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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·
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“Special
Factors - Background of the Merger”
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·
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“Special
Factors - Reasons for the Merger and Recommendation of the Independent Committee and
Our Board of Directors”
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·
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“Special
Factors - Purpose of and Reasons for the Merger”
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·
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“Special
Factors - Interests of Certain Persons in the Merger”
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·
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“The
Merger Agreement and Plan of Merger”
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·
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“Annex
A - Agreement and Plan of Merger”
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(c)
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Negotiations or Contacts. The information
set forth in the proxy statement under the following captions is incorporated herein by reference:
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·
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“Special
Factors - Background of the Merger”
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·
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“Special
Factors - Plans for the Company after the Merger”
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·
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“Special
Factors - Interests of Certain Persons in the Merger”
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|
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·
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“The
Merger Agreement and Plan of Merger”
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|
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·
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“Annex
A - Agreement and Plan of Merger”
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(e)
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Agreements Involving the Subject Company’s
Securities. The information set forth in the proxy statement under the following captions
incorporated herein by reference:
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|
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·
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“Summary
Term Sheet - Support Agreement”
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|
·
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“Summary
Term Sheet - Equity Commitment Letter”
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·
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“Summary
Term Sheet - Financing of the Merger”
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·
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“Special
Factors - Background of the Merger”
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|
|
·
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“Special
Factors - Plans for the Company after the Merger”
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|
|
·
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“Special
Factors - Financing”
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|
·
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“Special
Factors - Interests of Certain Persons in the Merger”
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|
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·
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“Special
Factors - Voting by the Rollover Shareholder at the Extraordinary General Meeting”
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|
·
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“The
Merger Agreement and Plan of Merger”
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|
|
·
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“Transactions
in the Shares and the ADSs”
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|
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·
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“Annex
A - Agreement and Plan of Merger”
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Item 6 Purposes
of the Transaction and Plans or Proposals
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(b)
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Use of Securities Acquired. The
information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
·
|
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
|
|
|
·
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“Special
Factors - Reasons for the Merger and Recommendation of the Independent Committee and
Our Board of Directors”
|
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·
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“Special
Factors - Purpose of and Reasons for the Merger”
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|
|
·
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“Special
Factors - Effect of the Merger on the Company”
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|
|
·
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“The
Merger Agreement and Plan of Merger”
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|
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·
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“Annex
A - Agreement and Plan of Merger”
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(c)(1)-(8)
Plans. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
|
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·
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“Summary
Term Sheet - The Merger”
|
|
|
·
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“Summary
Term Sheet - Purposes and Effects of the Merger”
|
|
|
·
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“Summary
Term Sheet - Plans for the Company after the Merger”
|
|
|
·
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“Summary
Term Sheet - Financing of the Merger”
|
|
|
·
|
“Summary
Term Sheet - Interests of the Company’s Executive Officers and Directors
in the Merger”
|
|
|
·
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“Special
Factors - Background of the Merger”
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|
|
·
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“Special
Factors -Reasons for the Merger and Recommendation of the Independent Committee and
Our Board of Directors”
|
|
|
·
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“Special
Factors - Purpose of and Reasons for the Merger”
|
|
|
·
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“Special
Factors - Effect of the Merger on the Company”
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|
|
·
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“Special
Factors - Plans for the Company after the Merger”
|
|
|
·
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“Special
Factors - Financing”
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|
|
·
|
“Special
Factors - Interests of Certain Persons in the Merger”
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|
|
·
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“The
Merger Agreement and Plan of Merger”
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|
|
·
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“Annex
A - Agreement and Plan of Merger”
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Item 7 Purposes,
Alternatives, Reasons and Effects
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(a)
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Purposes. The information set forth
in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Purposes and Effects of the Merger”
|
|
|
·
|
“Summary
Term Sheet - Plans for the Company after the Merger”
|
|
|
·
|
“Special
Factors - Reasons for the Merger and Recommendation of the Independent Committee and
Our Board of Directors”
|
|
|
·
|
“Special
Factors - Purpose of and Reasons for the Merger”
|
|
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(b)
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Alternatives. The information set
forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
·
|
“Special
Factors - Background of the Merger”
|
|
|
·
|
“Special
Factors - Reasons for the Merger and Recommendation of the Independent Committee
and Our Board of Directors”
|
|
|
·
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“Special
Factors - Position of the Buyer Group as to the Fairness of the Merger”
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|
·
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“Special
Factors - Purpose of and Reasons for the Merger”
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|
|
·
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“Special
Factors - Alternatives to the Merger”
|
|
|
·
|
“Special
Factors - Effects on the Company if the Merger is not Completed”
|
|
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(c)
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Reasons. The information set forth
in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Purposes and Effects of the Merger”
|
|
|
·
|
“Special
Factors - Background of the Merger”
|
|
|
·
|
“Special
Factors - Reasons for the Merger and Recommendation of the Independent Committee
and Our Board of Directors”
|
|
|
·
|
“Special
Factors - Position of the Buyer Group as to the Fairness of the Merger”
|
|
|
·
|
“Special
Factors - Purpose of and Reasons for the Merger”
|
|
|
·
|
“Special
Factors - Effect of the Merger on the Company”
|
|
|
(d)
|
Effects. The information set forth
in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Purposes and Effects of the Merger”
|
|
|
·
|
“Special
Factors - Background of the Merger”
|
|
|
·
|
“Special
Factors - Reasons for the Merger and Recommendation of the Independent Committee
and Our Board of Directors”
|
|
|
·
|
“Special
Factors - Effect of the Merger on the Company”
|
|
|
·
|
“Special
Factors - Plans for the Company after the Merger”
|
|
|
·
|
“Special
Factors - Effects on the Company if the Merger is not Completed”
|
|
|
·
|
“Special
Factors - Effect of the Merger on the Company’s Net Book Value and Net
Earnings”
|
|
|
·
|
“Special
Factors - Interests of Certain Persons in the Merger”
|
|
|
·
|
“Special
Factors - Material U.S. Federal Income Tax Consequences”
|
|
|
·
|
“Special
Factors - Material PRC Income Tax Consequences”
|
|
|
·
|
“Special
Factors - Material British Virgin Islands Tax Consequences”
|
|
|
·
|
“The
Merger Agreement and Plan of Merger”
|
|
|
·
|
“Annex
A - Agreement and Plan of Merger”
|
Item 8 Fairness
of the Transaction
(a)-(b)
Fairness; Factors Considered in Determining Fairness. The information set forth in the proxy statement under the following captions
incorporated herein by reference:
|
|
·
|
“Summary
Term Sheet - Recommendations of the Independent Committee and the Board of
Directors”
|
|
|
·
|
“Summary
Term Sheet - Position of the Buyer Group as to the Fairness of the Merger”
|
|
|
·
|
“Summary
Term Sheet - Interests of the Company’s Executive Officers and Directors
in the Merger”
|
|
|
·
|
“Special
Factors - Background of the Merger”
|
|
|
·
|
“Special
Factors - Reasons for the Merger and Recommendation of the Independent Committee
and Our Board of Directors”
|
|
|
·
|
“Special
Factors - Position of the Buyer Group as to the Fairness of the Merger”
|
|
|
·
|
“Special
Factors - Opinion of the Independent Committee’s Financial Advisor”
|
|
|
·
|
“Special
Factors - Interests of Certain Persons in the Merger”
|
|
|
·
|
“Annex
B - Opinion of Houlihan Lokey (China) Limited as Financial Advisor”
|
|
|
(c)
|
Approval of Security Holders. The
information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Shareholder Vote Required to Authorize and Approve the Merger
Agreement and Plan of Merger”
|
|
|
·
|
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
|
|
|
·
|
“The
Extraordinary General Meeting - Vote Required”
|
|
|
(d)
|
Unaffiliated Representative. The
information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
·
|
“Special
Factors - Background of the Merger”
|
|
|
·
|
“Special
Factors - Reasons for the Merger and Recommendation of the Independent Committee
and Our Board of Directors”
|
|
|
·
|
“Special
Factors - Opinion of the Independent Committee’s Financial Advisor”
|
|
|
(e)
|
Approval of Directors. The information
set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Recommendations of the Independent Committee and the Board of
Directors”
|
|
|
·
|
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
|
|
|
·
|
“Special
Factors - Background of the Merger”
|
|
|
·
|
“Special
Factors - Reasons for the Merger and Recommendation of the Independent Committee
and Our Board of Directors”
|
|
|
(f)
|
Other Offers. The information set
forth in the proxy statement under the following caption since incorporated herein by reference:
|
|
|
·
|
“Special
Factors - Background of the Merger”
|
|
|
·
|
“Special
Factors - Reasons for the Merger and Recommendation of the Independent Committee
and Our Board of Directors”
|
Item 9 Reports,
Opinions, Appraisals and Negotiations
|
|
(a)
|
Report, Opinion or Appraisal. The
information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Opinion of the Independent Committee’s Financial Advisor”
|
|
|
·
|
“Special
Factors - Background of the Merger”
|
|
|
·
|
“Special
Factors - Opinion of the Independent Committee’s Financial Advisor”
|
|
|
·
|
“Annex
B - Opinion of Houlihan Lokey (China) Limited as Financial Advisor”
|
|
|
(b)
|
Preparer and Summary of the Report,
Opinion or Appraisal. The information set forth in the proxy statement under the following
captions is incorporated herein by reference:
|
|
|
·
|
“Special
Factors - Opinion of the Independent Committee’s Financial Advisor”
|
|
|
·
|
“Annex
B - Opinion of Houlihan Lokey (China) Limited as Financial Advisor”
|
|
|
(c)
|
Availability of Documents. The information
set forth in the proxy statement under the following caption is incorporated herein by reference:
|
|
|
·
|
“Where
You Can Find More Information”
|
The reports, opinions or appraisals referenced
in this Item 9 will be made available for inspection and copying at the principal executive office of the Company during its regular
business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.
Item 10 Source
and Amount of Funds or Other Consideration
|
|
(a)
|
Source of Funds. The information
set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Financing of the Merger”
|
|
|
·
|
“Special
Factors - Financing”
|
|
|
·
|
“The
Merger Agreement and Plan of Merger”
|
|
|
·
|
“Annex
A - Agreement and Plan of Merger”
|
|
|
(b)
|
Conditions. The information set
forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Financing of the Merger”
|
|
|
·
|
“Special
Factors - Financing”
|
|
|
(c)
|
Expenses. The information set forth
in the proxy statement under the following caption is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Fees and Expenses”
|
|
|
·
|
“Special
Factors - Fees and Expenses”
|
|
|
·
|
“The
Merger Agreement and Plan of Merger - Expenses”
|
|
|
(d)
|
Borrowed Funds. The information
set forth in the proxy statement under the following caption is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Financing of the Merger”
|
|
|
·
|
“Special
Factors - Financing”
|
|
|
·
|
“The
Merger Agreement and Plan of Merger - Financing”
|
Item 11 Interest
in Securities of the Subject Company
|
|
(a)
|
Securities Ownership. The information
set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Share Ownership of the Company Directors and Officers and Voting
Commitments”
|
|
|
·
|
“Special
Factors - Interests of Certain Persons in the Merger”
|
|
|
·
|
“Security
Ownership of Certain Beneficial Owners and Management of the Company”
|
|
|
(b)
|
Securities Transaction. The information
set forth in the proxy statement under the following caption is incorporated herein by reference:
|
|
|
·
|
“Transactions
in the Shares and the ADSs”
|
Item 12 The
Solicitation or Recommendation
|
|
(d)
|
Intent to Tender or Vote in a Going-Private
Transaction. The information set forth in the proxy statement under the following captions
is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Share Ownership of the Company Directors and Officers and Voting
Commitments”
|
|
|
·
|
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
|
|
|
·
|
“Summary
Term Sheet - Support Agreement”
|
|
|
·
|
“Special
Factors - Support Agreement”
|
|
|
·
|
“Special
Factors - Voting by the Rollover Shareholder at the Extraordinary General Meeting”
|
|
|
·
|
“The
Extraordinary General Meeting - Vote Required”
|
|
|
·
|
“Security
Ownership of Certain Beneficial Owners and Management of the Company”
|
|
|
(e)
|
Recommendations of Others. The information
set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet - Recommendations of the Independent Committee and the Board of
Directors”
|
|
|
·
|
“Summary
Term Sheet - Position of the Buyer Group as to the Fairness of the Merger”
|
|
|
·
|
“Summary
Term Sheet - Share Ownership of the Company Directors and Officers and Voting
Commitments”
|
|
|
·
|
“Special
Factors - Reasons for the Merger and Recommendation of the Independent Committee
and Our Board of Directors”
|
|
|
·
|
“Special
Factors - Position of the Buyer Group as to the Fairness of the Merger”
|
|
|
·
|
“The
Extraordinary General Meeting - Our Board’s Recommendation”
|
Item 13 Financial
Statements
|
|
(a)
|
Financial
Information. The audited financial statements of the Company for the two years ended
December 31, 2018 and 2019 are incorporated herein by reference to the Company’s Form 20-F for the year ended December 31,
2019, filed on May 18, 2020 (see page F-1 and following pages). The unaudited consolidated financial statements of the Company for
the six months ended June 30, 2020 are incorporated herein by reference to press release included as exhibits to the Form 6-K furnished
by the Company to the SEC on August 27, 2020. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
·
|
“Financial
Information”
|
|
|
·
|
“Where
You Can Find More Information”
|
|
|
(b)
|
Pro Forma Information. Not applicable.
|
Item 14 Persons/Assets,
Retained, Employed, Compensated or Used
|
|
(a)
|
Solicitation or Recommendations.
The information set forth in the proxy statement under the following caption is incorporated
herein by reference:
|
|
|
·
|
“The
Extraordinary General Meeting”
|
|
|
(b)
|
Employees and Corporate Assets.
The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
·
|
“Summary
Term Sheet - The Parties Involved in the Merger”
|
|
|
·
|
“Special
Factors - Interests of Certain Persons in the Merger”
|
|
|
·
|
“Annex
D - Directors and Executive Officers of Each Filing Person”
|
Item 15 Additional
Information
|
|
(a)
|
Other Material Information. The
information contained in the proxy statement, including all annexes thereto, is incorporated
herein by reference.
|
Item 16 Exhibits
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 5, 2021
|
|
Ossen
Innovation Co., Ltd.
|
|
|
|
|
|
By:
|
/s/
Wei Hua
|
|
|
Name:
|
Wei Hua
|
|
|
Title:
|
Chief Executive Officer
and Chief Financial Officer
|
|
|
|
|
|
Pujiang
International Group Limited
|
|
|
|
|
|
By:
|
/s/ Liang Tang
|
|
|
Name:
|
Liang Tang
|
|
|
Title:
|
Director
|
|
|
|
|
|
Liang
Tang
|
|
|
|
|
|
By:
|
/s/ Liang Tang
|
|
|
Name:
|
Liang Tang
|
|
|
|
|
|
New Ossen
Group Limited
|
|
|
|
|
|
By:
|
/s/
Liang Tang
|
|
|
Name:
|
Liang Tang
|
|
|
Title:
|
Director
|
[Signature Page to Schedule 13E-3 (Ossen Innovation
Co., Ltd.)]
|
|
New Ossen
Innovation Limited
|
|
|
|
|
|
By:
|
/s/
Liang Tang
|
|
|
Name:
|
Liang Tang
|
|
|
Title:
|
Director
|
|
|
|
|
|
Acme Innovation Limited
|
|
|
|
|
|
By:
|
/s/
Liang Tang
|
|
|
Name:
|
Liang Tang
|
|
|
Title:
|
Director
|
|
|
|
|
|
Elegant Kindness Limited
|
|
|
|
|
|
By:
|
/s/ Liang Tang
|
|
|
Name:
|
Liang Tang
|
|
|
Title:
|
Director
|
[Signature Page to
Schedule 13E-3 (Ossen Innovation Co., Ltd.)]
Ossen Innovation (NASDAQ:OSN)
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