SHANGHAI, Aug. 5, 2021 /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 it has called an extraordinary general meeting of
shareholders (the "EGM"), to be held on September 9, 2021 at 10:00
A.M. (Beijing Time), at the Company's principal executive
office at 518 Shangcheng Road, Floor 17, Shanghai, 200120, People's Republic of China, to consider and
vote on, among other things, the proposal to authorize and approve
the previously announced agreement and plan of merger (the
"Merger Agreement"), dated December
17, 2020 and amended on June 16,
2021, by and among the Company, New Ossen Group Limited, an
exempted company with limited liability incorporated under the laws
of the British Virgin Islands
("Parent"), and New Ossen Innovation Limited, an exempted
company with limited liability incorporated under the laws of the
British Virgin Islands and a
wholly-owned Subsidiary of Parent ("Merger Sub"), and the
articles of merger and plan of merger to be filed with the
Registrar of Corporate Affairs of the British Virgin Islands for the purposes of the
merger (the "Plan of Merger"), and any and all transactions
contemplated thereby, including the merger.
Pursuant to the Merger Agreement and the Plan of Merger, at the
effective time of the merger (the "Effective Time"), the
Merger Sub will merge with and into the Company, with the Company
continuing as the surviving company and becoming a wholly-owned
subsidiary of the Parent. If consummated, the merger would result
in the Company becoming a privately held company and the ADS
program will be terminated. At the Effective Time, each common
share of the Company ("Share") (other than Shares
represented by American Depository Shares ("ADS")) 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 ("Per Share Merger Consideration"). 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 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)
("Per ADS Merger Consideration"). Any holders of Excluded
Shares and Dissenting Shares (as such terms are defined in the
Merger Agreement), and ADSs representing such Shares are not
entitled to receive any Per Share Merger Consideration or Per ADS
Merger Consideration.
The Company's board of directors (the "Board"), acting
upon the unanimous recommendation of a committee of independent
directors established by the Board, composed of two independent and
disinterested directors of the Company who are unaffiliated with
the Company, any of the management members of the Company, or any
person participating as a buyer or rollover shareholder in the
merger, authorized and approved the execution, delivery and
performance of the Merger Agreement, the Plan of Merger, and the
consummation of the transactions contemplated thereby, including
the merger, and recommends that the Company's shareholders vote
FOR (1) the proposal to authorize and approve the execution,
delivery and performance of the Merger Agreement, the Plan of
Merger, and the consummation of the transactions contemplated
thereby, including the merger, and FOR (2) the proposal to
adjourn the EGM in order to allow the Company to solicit additional
proxies in the event that there are insufficient proxies received
to pass the shareholders resolution during the extraordinary
general meeting.
Shareholders of record at the close of business in the
British Virgin Islands on
August 10, 2021 will be entitled to
attend and vote at the EGM and any adjournment thereof. The record
date for holders of ADSs entitled to instruct the ADS depositary to
vote the Shares represented by the ADSs is at the close of business
on August 10, 2021.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the definitive proxy statement attached as Exhibit
(a)-(1) thereto, as amended, filed with the U.S. Securities and
Exchange Commission (the "SEC") on August 5, 2021, which can be obtained, along with
other filings containing information about the Company, the
proposed merger, and related matters, without charge, from the
SEC's website www.sec.gov. Requests for additional copies of the
definitive proxy statement should be directed to the Company at
+(86) 21 6888-8886 or e-mail at int.tr@ossengroup.com. SHAREHOLDERS
AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER, AND RELATED
MATTERS.
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. 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
GIC IR
Phone: +1-917-828-3419
Email: info@goldenir.com
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SOURCE Ossen Innovation Co., Ltd.
