UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 1)
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. 1 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 (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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“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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(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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“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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“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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“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:
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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 - 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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“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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·
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“Summary Term Sheet - Purposes
and Effects of the Merger”
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·
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“Summary Term Sheet - Plans
for the Company after the Merger”
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·
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“Summary Term Sheet - Financing
of the Merger”
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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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·
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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 - 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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·
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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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“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:
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·
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“Summary Term Sheet - Purposes
and Effects of the Merger”
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·
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“Summary Term Sheet - Plans
for the Company after 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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(b)
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Alternatives. 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 - 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”
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·
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“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:
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|
|
·
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“Summary Term Sheet - Purposes
and Effects of the Merger”
|
|
|
·
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“Special Factors - Background
of 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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“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 - Effect
of the Merger on the Company”
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(d)
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Effects. 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 - Purposes
and Effects of the Merger”
|
|
|
·
|
“Special Factors - Background
of 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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“Special Factors - Effect
of the Merger on the Company”
|
|
|
·
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“Special Factors - Plans
for the Company after the Merger”
|
|
|
·
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“Special Factors - Effects
on the Company if the Merger is not Completed”
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|
|
·
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“Special Factors - Effect
of the Merger on the Company’s Net Book Value and Net Earnings”
|
|
|
·
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“Special Factors - Interests
of Certain Persons in the Merger”
|
|
|
·
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“Special Factors - Material
U.S. Federal Income Tax Consequences”
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|
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·
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“Special Factors - Material
PRC Income Tax Consequences”
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|
|
·
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“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”
|
|
|
·
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“Summary Term Sheet - Position
of the Buyer Group as to the Fairness of the Merger”
|
|
|
·
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“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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“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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“Special Factors - Opinion
of the Independent Committee’s Financial Advisor”
|
|
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·
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“Special Factors - Interests
of Certain Persons in the Merger”
|
|
|
·
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“Annex B - Opinion
of Houlihan Lokey (China) Limited as Financial Advisor”
|
|
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(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”
|
|
|
·
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“Questions and Answers about the
Extraordinary General Meeting and the Merger”
|
|
|
·
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“The Extraordinary General Meeting - Vote
Required”
|
|
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(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: February 10,
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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