HARBIN, China, Oct. 17, 2011 /PRNewswire-Asia-FirstCall/
-- Harbin Electric, Inc. ("Harbin Electric" or the
"Company"; NASDAQ: HRBN), a leading developer and manufacturer of a
wide array of electric motors in the
People's Republic of China, announced today that
Institutional Shareholder Services ("ISS") has recommended that
Harbin Electric shareholders vote "FOR" the
approval of the Company's Agreement and Plan of Merger dated as of
June 19, 2011, as amended (the
"Merger Agreement") with Tech Full Electric Company Limited ("Tech
Full Electric") and Tech Full Electric Acquisition, Inc. ISS is the
leading independent proxy voting and corporate governance advisory
firm and its recommendations are relied upon by thousands of major
institutional investment firms, mutual funds and other fiduciaries
throughout the country.
In its report dated October 14,
2011, ISS stated:
- "The merger consideration provides shareholders with a
significant premium in an all-cash transaction which carries
certainty of value."*
- "The board and Special Committee undertook a robust strategic
review process, taking prompt action to mitigate potential
conflicts of interest that arose during the strategic
process."*
- "Shareholder support for this transaction is warranted."*
The Company issued the following statement regarding the ISS
recommendation.
"Harbin Electric is pleased that ISS has recommended that the
Company's shareholders vote to approve the Merger Agreement. The
Company firmly believes that the ISS recommendation further
supports Harbin Electric's view that this transaction is in the
best interests of the Company's shareholders. The Company looks
forward to completing the merger and urges Harbin Electric
shareholders to follow ISS' recommendation by voting
'FOR' the approval of the Merger Agreement at
the upcoming Special Meeting of shareholders."
Pursuant to the Merger Agreement, Tech Full Electric would
acquire all of the outstanding shares of Harbin Electric not
currently owned by the buyer group or any of its affiliates for
$24.00 per share in cash.
The Special Meeting of Harbin Electric shareholders to consider
and vote upon, among other things, the proposal to adopt the Merger
Agreement will be held on Saturday, October
29, 2011 at 9:00 a.m. Eastern
Time at the offices of Loeb & Loeb LLP, 345 Park Avenue,
New York, NY 10154. Harbin
Electric shareholders of record as of the close of business on
September 13, 2011 are entitled to
vote at the Special Meeting.
Harbin Electric shareholders are encouraged to read the
definitive proxy materials in their entirety as they provide, among
other things, important information regarding the merger and the
reasons behind the Special Committee's unanimous recommendation
that shareholders vote "FOR" the approval of
the Merger Agreement. A failure to vote will have the same effect
as a vote AGAINST the proposal to approve the Merger Agreement.
The Company has retained MacKenzie Partners, Inc. as proxy
solicitor to assist it in connection with its upcoming Special
Meeting. Shareholders who have questions about the merger, who need
additional copies of the Company's proxy materials, or need
assistance in voting their shares are encouraged to contact
MacKenzie Partners by email at harbinproxy@mackenziepartners.com or
by phone at 800-322-2885 or at 212-929-5500.
If shareholder approval of the merger is obtained at the Special
Meeting, the close of the transaction is expected to occur shortly
thereafter. If the merger is completed, the Company will become a
privately-held company and its common stock will no longer be
listed on the NASDAQ Global Select Market.
* Permission to use quotations was neither sought nor
obtained.
Additional Information
This press release may be deemed to be solicitation material in
respect of the proposals described in the Company's definitive
proxy statement on Schedule 14A, filed by the Company on
September 29, 2011, as supplemented
by a supplement thereto filed by the Company on October 11, 2011. In connection with the proposed
merger, the Company has filed with, or furnished to the Securities
and Exchange Commission ("SEC"), all relevant materials, including
a definitive proxy statement on Schedule 14A, and has mailed the
definitive proxy statement on Schedule 14A to its shareholders. In
addition, on October 11, 2011,
certain participants in the proposed transaction filed with the SEC
Amendment No. 5 to a Schedule 13E-3 transaction statement and has
mailed to the Company's shareholders Amendment No. 5 to the
Schedule 13E-3 transaction statement. INVESTORS AND SHAREHOLDERS
ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS
AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC, AS THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH THE
PROPOSED MERGER ON BEHALF OF THE COMPANY, AND THE INTERESTS OF
THOSE PERSONS IN THE PROPOSED MERGER AND RELATED MATTERS. This
press release is not a substitute for any proxy statement or other
filings that may be made with the SEC should the proposed merger go
forward. Shareholders are able to obtain copies of the Company's
definitive proxy statement, as supplemented and Amendment No. 5 to
the Schedule 13E-3 transaction statement by contacting MacKenzie
Partners, Inc. by email at harbinproxy@mackenziepartners.com or by
calling +1-212-929-5500 or Toll-Free at +1-800-322-2885. In
addition to receiving the Company's definitive proxy statement, as
supplemented and Amendment No. 5 to the Schedule 13E-3 transaction
statement by mail, shareholders also are able to obtain these
documents, as well as other filings containing information about
the Company, the proposed merger, and related matters, without
charge, from the SEC's website (http://www.sec.gov) or at the SEC's
public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
Harbin Electric, Inc.
No. 9 Ha Ping Xi Lu, Ha Ping Lu Ji Zhong
Qu
Harbin Kai Fa Qu, Harbin, China
150060
Phone Number: 86-451-86116757
Certain of the Company's officers and employees may be deemed
participants in the solicitation of proxies in respect of the
proposals. Information about the Company's executive officers and
directors can be found in its Annual Report on Form 10-K for the
year ended December 31, 2010, filed
with the SEC on March 16, 2011.
Additional information regarding the interests of such potential
participants is included in the definitive proxy statement.
Safe Harbor Statement
The actual results of Harbin Electric, Inc. could differ
materially from those described in this press release. Detailed
information regarding factors that may cause actual results to
differ materially from the results expressed or implied by
statements in this press release may be found in the Company's
periodic filings with the SEC, including the factors described in
the section entitled "Risk Factors" in its annual report on Form
10-K/A for the year ended December 31, 2010, filed with the
SEC on September 29, 2011. The
Company does not undertake any obligation to update forward-looking
statements contained in this press release. This press release
contains forward-looking information about the Company that is
intended to be covered by the safe harbor for forward-looking
statements provided by the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are statements that are
not historical facts. These statements can be identified by the use
of forward-looking terminology such as "believe," "expect," "may,"
"will," "should," "project," "plan," "seek," "intend," or
"anticipate" or the negatives thereof, or comparable terminology,
and include discussions of strategy, and statements about industry
trends and the Company's future performance, operations and
products.
A number of the matters discussed herein that are not historical
or current facts deal with potential future circumstances and
developments, in particular, whether and when the transactions
contemplated by the Merger Agreement will be consummated. The
discussion of such matters is qualified by the inherent risks and
uncertainties surrounding future expectations generally and also
may materially differ from actual future experience involving any
one or more of such matters. Such risks and uncertainties include:
any conditions imposed on the parties in connection with
consummation of the transactions described herein; adoption of the
Merger Agreement by the Company's shareholders; satisfaction of
various other conditions to the closing of the transactions
described herein; and the risks that are described from time to
time in the Company's reports filed with the SEC.
About Harbin Electric, Inc.
Harbin Electric, headquartered in Harbin, China, is a leading developer and manufacturer
of a wide array of electric motors with a focus on innovative,
customized, and value-added products. Its major product lines
include industrial rotary motors, linear motors, and specialty
micro-motors. The Company's products are purchased by a broad range
of domestic and international customers, including those involved
in the energy industry, factory automation, food processing,
packaging, transportation, automobile, medical devices, machinery
and tool manufacturing, chemical, petrochemical, as well as in the
metallurgical and mining industries. The Company operates four
manufacturing facilities in China located in Xi'an,
Weihai, Harbin, and Shanghai.
Harbin Electric has built a strong research and development
capability by recruiting talent worldwide and through collaboration
with top scientific institutions. The Company owns numerous patents
in China and has developed award-winning products for its
customers. Relying on its own proprietary technology, the Company
developed an energy efficient linear motor driven oil pump, the
first of its kind in the world, for the largest oil field
in China. Its self-developed linear motor propulsion system is
powering China's first domestically-made linear-motor-driven
metro train. As China continues to
grow its industrial base, Harbin Electric aspires to be a leader in
the industrialization and technology transformation of the Chinese
manufacturing sector. To learn more about Harbin Electric,
visit www.harbinelectric.com.
For media inquiries, please
contact:
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Matt Sherman / Matt
Cuneo / Nicole Greenbaum
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Joele Frank, Wilkinson Brimmer
Katcher
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Tel:
+1-212-355-4449
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For investor inquiries, please
contact:
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Paul Schulman / Amy
Bilbija
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MacKenzie Partners,
Inc.
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Tel: +1-212-929-5364 (Mr.
Schulman)
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Tel: +1-650-798-5206 (Ms.
Bilbija)
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Christy Shue
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Harbin Electric, Inc.
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Executive VP, Finance &
Investor Relations
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Tel:
+1-631-312-8612
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Email: IR@HarbinElectric.com
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Linda Bergkamp
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Christensen Investor
Relations
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Tel:
+1-480-614-3004
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Email: LBergkamp@ChristensenIR.com
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SOURCE Harbin Electric, Inc.