SHANGHAI, Dec. 17, 2020 /PRNewswire/ – Ossen Innovation
Co., Ltd. (the "Company") (Nasdaq: OSN), a China-based manufacturer of an array of plain
surface, rare earth and zinc coated pre-stressed steel materials,
today announced that it has entered into a definitive Agreement and
Plan of Merger (the "Merger Agreement") with New Ossen Group
Limited, an exempted company with limited liability incorporated
under the Law of the British Virgin
Islands (the "Parent"), and New Ossen Innovation
Limited, an exempted company with limited liability incorporated
under the Law of the British Virgin
Islands and a wholly-owned Subsidiary of Parent ("Merger
Sub"), pursuant to which the Parent will acquire the Company
for US$1.70 in cash per ordinary
share of the Company (the "Shares"), or US$5.10 in cash per American Depositary Share of
the Company (each, an "ADS", representing three Shares).
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the merger (the "Effective Time"),
Merger Sub will merge with and into the Company, with the Company
surviving the Merger as the surviving company and becoming a
wholly-owned subsidiary of Parent (the "Merger"). At the
Effective Time, each of the Company's ordinary shares issued,
outstanding and not represented by ADS immediately prior to the
Effective Time, other than the Excluded Shares and the Dissenting
Shares (each as defined in the Merger Agreement), will be
cancelled and cease to exist in exchange for the right to
receive US$1.70 in cash and without interest, and each
ADS of the Company, other than ADSs representing the Excluded
Shares, together with each Share represented by such ADSs,
will be cancelled in exchange for the right to
receive US$5.10 in cash without interest.
Pujiang International Group Limited (the "Sponsor")
has entered into an equity commitment letter with the Parent,
pursuant to which the Sponsor committed to invest in the Parent at
or immediately prior to the Effective Time an aggregate cash amount
equal to US$12.5 million. The Sponsor
has entered into a limited guarantee in favor of the Company in
respect of certain payment obligations of Parent under the Merger
Agreement.
The Company's board of directors (the "Board"), acting
upon the unanimous recommendation of a committee of independent and
disinterested directors established by the Board (the "Special
Committee"), approved the Merger Agreement and the Merger and
resolved to recommend that the Company's shareholders vote to
authorize and approve the Merger Agreement and the Merger. The
Special Committee negotiated the terms of the Merger Agreement with
the assistance of its financial and legal advisors.
The Merger, which is currently expected to close during the
first half of 2021, is subject to customary closing conditions
including the approval of the Merger Agreement by an affirmative
vote of holders of Shares representing at least a majority of the
Shares present and voting in person or by proxy at a meeting of the
Company's shareholders which will be convened to consider the
approval of the Merger Agreement and the Merger. Pujiang
International Group Limited, which is controlled by Mr. Liang
Tang, has agreed to vote all of the Shares they beneficially own,
which represent approximately 65.9% of the voting rights attached
to the outstanding Shares as of the date of the Merger Agreement,
in favor of the authorization and approval of the Merger Agreement
and the Merger. If completed, the Merger will result in the Company
becoming a privately-held company and its ADSs will no longer be
listed on the Nasdaq Capital Market.
Houlihan Lokey (China) Limited is serving as the financial
advisor to the Special Committee. DLA Piper LLP is serving as the
U.S. legal counsel to the Special Committee. Ogier is serving
as British Virgin Islands legal counsel to the Special
Committee. Becker & Poliakoff, LLP is serving as the U.S. legal
counsel to the Company. Wilson Sonsini
Goodrich & Rosati is serving as the U.S. legal counsel
to Parent and the Sponsor.
Additional Information About the Merger
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 6-K regarding the
Merger, which will include as an exhibit thereto the Merger
Agreement. All parties desiring details regarding the Merger are
urged to review these documents, which will be available at the
SEC's website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a Schedule 13E-3 Transaction Statement (the "Schedule 13E-3"). The
Schedule 13E-3 will be filed with the SEC. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE
SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, THE MERGER, AND RELATED MATTERS. In addition to
receiving the Schedule 13E-3 by mail, shareholders also will be
able to obtain these documents, as well as other filings containing
information about the Company, the Merger, and related matters,
without charge from the SEC's website (http://www.sec.gov).
About Ossen Innovation Co., Ltd.
Ossen Innovation Co., Ltd. manufactures and sells a wide variety
of plain surface pre-stressed steel materials and rare earth coated
and zinc coated pre-stressed steel materials. The Company's
products are mainly used in the construction of bridges, as well as
in highways and other infrastructure projects. The Company has two
manufacturing facilities located in Maanshan, Anhui Province, and Jiujiang, Jiangxi Province.
Safe Harbor Statements
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements involve
inherent risks and uncertainties that could cause actual results to
differ materially from those projected or anticipated, including
risks outlined in the Company's public filings with the Securities
and Exchange Commission, including the Company's annual report on
Form 20-F. All information provided in this press release is as of
the date hereof. Except as required by law, the Company undertakes
no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, after the date on which the statements are made or to
reflect the occurrence of unanticipated events.
For more information, please contact:
Wei Hua, Chief Executive
Officer
Email: int.tr@ossengroup.com
Phone: +86-21-6888-8886
Web: www.osseninnovation.com
Investor Relations
GCI IR
Phone: +1-347-393-4230
Email: info@goldenir.com
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SOURCE Ossen Innovation Co., Ltd.
