BEIJING, June 28, 2012 -- 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 ir@fushicopperweld.com
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