UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 6)
(Rule 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
CHINA SECURITY & SURVEILLANCE TECHNOLOGY,
INC.
(Name of Issuer)
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC.
RIGHTMARK HOLDINGS LIMITED
RIGHTMARK MERGER SUB LIMITED
INTELLIGENT ONE LIMITED
WHITEHORSE TECHNOLOGY LIMITED
GUOSHEN TU
WING KHAI YAP (TERENCE)
LIZHONG
WANG
ZHONGXIN XIE
LINGFENG XIONG
LI
FANG
YING ZHANG
ZHIMING WU
DAOBIN
SANG
GUOHUI CAO
PO KWAI CHOW
YANG
ZHAO
YUJUAN GUAN
ZHUO GONG
XIHONG
DAI
QIAOMIN WU
KAICHENG CHENG
LEI
WANG
XIAOSHENG TONG
(Name of Persons Filing Statement)
Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
16942J105
(CUSIP Number of Class of
Securities)
China Security & Surveillance Technology, Inc.
|
Guoshen Tu, Wing Khai Yap (Terence), Lizhong
|
13/F, Shenzhen Special Zone Press Tower
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Wang, Zhongxin Xie, Lingfeng Xiong, Li Fang,
Ying
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Shennan Rd.
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Zhang, Zhiming Wu, Daobin Sang, Guohui Cao,
Po
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Futian, Shenzhen 518034
|
Kwai Chow, Yang Zhao, Yujuan Guan, Zhuo Gong,
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Attn: Chief Executive Officer
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Xihong Dai, Qiaomin Wu, Kaicheng Cheng, Lei
Wang
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+86 755 8351 0888
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and Xiaosheng Tong
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c/o China Security & Surveillance
Technology, Inc.
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13/F, Shenzhen Special Zone Press Tower
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Shennan Rd.
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Futian, Shenzhen 518034
|
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Attn: Chief Executive Officer
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+86 755 8351 0888
|
|
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Rightmark Holdings Limited
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Rightmark Merger Sub Limited
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c/o China Security & Surveillance Technology, Inc.
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c/o China Security & Surveillance
Technology, Inc.
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13/F, Shenzhen Special Zone Press Tower
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13/F, Shenzhen Special Zone Press Tower
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Shennan Rd.
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Shennan Rd.
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Futian, Shenzhen 518034
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Futian, Shenzhen 518034
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Attn: Board of Directors
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Attn: Board of Directors
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+86 755 8351 0888
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+86 755 8351 0888
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|
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Intelligent One Limited
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Whitehorse Technology Limited
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c/o China Security & Surveillance Technology, Inc.
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c/o China Security & Surveillance
Technology, Inc.
|
13/F, Shenzhen Special Zone Press Tower
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13/F, Shenzhen Special Zone Press Tower
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Shennan Rd.
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Shennan Rd.
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Futian, Shenzhen 518034
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Futian, Shenzhen 518034
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Attn: Board of Directors
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Attn: Board of Directors
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+86 755 8351 0888
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+86 755 8351 0888
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(Name, address and telephone number of person authorized to
receive
notices and communications on behalf of the persons filing
statement)
With copies to:
|
|
|
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Gregory D. Puff
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Michael V. Gisser
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Louis A. Bevilacqua
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Shearman & Sterling LLP
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Peter X. Huang
|
Stephen R. Rusmisel
|
12
th
Floor, Gloucester Tower
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Skadden, Arps, Slate, Meagher &
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Pillsbury Winthrop Shaw Pittman
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The Landmark, 15 Queens Road,
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Flom LLP
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LLP
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Central
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30th Floor, China World Office 2
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2300 N Street, N.W.
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Hong Kong
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1 Jianguomenwai Avenue
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Washington, DC 20037-1122
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Beijing 100004,
PRC
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This statement is filed in connection with (check the
appropriate box):
[X] The filing of solicitation materials on an
information statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
[ ] The filing of a registration statement under
the Securities Act of 1933.
[ ] A tender offer.
[ ] None of the above.
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: [ ]
CALCULATION OF FILING FEE
Transaction Valuation*
|
|
Amount of Filing Fee**
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$441,991,611
|
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$51,315
|
*
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 (i) the aggregate cash payment for
the proposed per share cash payment of $6.50 for 67,995,345 shares of common
stock issued and outstanding as of July 22, 2011 (consisting of the 89,703,773
shares of common stock outstanding as of July 22, 2011 minus 21,708,428 shares
held by Guoshen Tu, certain management members of the registrant and their
respective affiliates (the Rollover Shares)), and (ii) the product of 12,864
shares of common stock underlying outstanding warrants as of July 22, 2011
multiplied by $1.70 per share (which is the difference between $6.50 per share
merger consideration and the exercise price of $4.80 per share). The Rollover
Shares that are not included in the foregoing calculation have been so excluded
because they are being contributed to Rightmark Holdings Limited immediately
prior to the consummation of the merger.
** The
filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities
Exchange Act of 1934 and the Securities and Exchange Commission Fee Rate
Advisory #5 for Fiscal Year 2011, is calculated by multiplying the Transaction
Valuation by .0001161.
[X] Check the 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 fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid: $51,329
Form or Registration No.:
Schedule 14APreliminary Proxy Statement
Filing Party: China Security &
Surveillance Technology, Inc.
Date Filed: May 31, 2011
TABLE OF CONTENTS
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Page
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INTRODUCTION
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1
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Item 1
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Summary Term Sheet
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2
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Item 2
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Subject Company Information
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2
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Item 3
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Identity and Background of Filing Person
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3
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Item 4
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Terms of the Transaction
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4
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Item 5
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Past Contacts, Transactions, Negotiations and
Agreements
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5
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Item 6
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Purposes of the Transaction and
Plans or Proposals
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6
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Item 7
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Purposes, Alternatives, Reasons and Effects
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7
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Item 8
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Fairness of the Transaction
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9
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Item 9
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Reports, Opinions, Appraisals and Negotiations
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10
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Item 10
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Source and Amounts of Funds or
Other Consideration
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10
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Item 11
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Interest in Securities of the Subject Company
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11
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Item 12
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The Solicitation or
Recommendation
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11
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Item 13
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Financial Statements
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12
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Item 14
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Persons/Assets, Retained, Employed, Compensated Or
Used
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12
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Item 15
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Additional Information
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13
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Item 16
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Exhibits
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13
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INTRODUCTION
This Amendment No. 6 to the Rule 13E-3 transaction statement on
Schedule 13E-3, together with the exhibits hereto (this
Schedule 13E-3
or
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
): China Security & Surveillance Technology, Inc., a
Delaware corporation (
CSST
, or the
Company
), the issuer of the
common stock, par value $0.0001 per share (the
Company Common Stock
)
that is subject to the Rule 13e-3 transaction; Rightmark Holdings Limited, a
British Virgin Islands company (
Parent
), Rightmark Merger Sub Limited,
a Delaware corporation and a wholly owned subsidiary of Parent (the
Merger
Sub
), Intelligent One Limited, a British Virgin Islands company (
Intelligent One
),
Whitehorse Technology Limited, a British Virgin Islands company (
Whitehorse
) and Guoshen Tu (
Mr. Tu
), the
Chairman and Chief Executive Officer of the Company and each of the other
Rollover Stockholders (as defined below).
On April 20, 2011, Parent, Merger Sub, Mr. Tu and the Company
entered into an Agreement and Plan of Merger, which was subsequently amended and
restated by the Amended and Restated Agreement and Plan of Merger, dated as of
May 3, 2011, by and among the same parties (such Agreement and Plan of merger,
as amended and restated, the
Merger Agreement
) providing for the merger
of Merger Sub with and into the Company (the
Merger
), with the Company
surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger
Sub are beneficially owned by Mr. Tu. Concurrently with the filing of this
Schedule 13E-3, the Company is filing with the SEC a definitive Proxy Statement
(the
Proxy Statement
) under Regulation 14A of the Exchange Act,
relating to an annual meeting of the stockholders of the Company at which the
stockholders of the Company will consider and vote upon, among other things, a
proposal to adopt the Merger Agreement. The adoption of the Merger Agreement
will require the affirmative vote of both (i) stockholders holding a majority of
the shares of common stock outstanding as of the close of business, New York
time, on the record
date for the annual meeting and (ii) stockholders holding a majority of the
shares of common stock outstanding as of the close of business, New York time, on the record
date for the annual meeting (other than the shares of Company common stock owned
by Parent, Merger Sub, the Rollover Stockholders (as defined below) and their
respective affiliates). A copy of the Proxy Statement is attached
hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex
A to the Proxy Statement.
Under the terms of the Merger Agreement, at the effective time
of the Merger each outstanding share of the Company Common Stock will be
converted automatically into the right to receive $6.50 in cash (the
Per
Share Merger Consideration
), without interest, excluding shares owned by
(i) Parent, Merger Sub or any other direct or indirect wholly owned subsidiary
of Parent, including shares to be contributed to Parent by Mr. Tu and Wing Khai
Yap (Terence), Lizhong Wang, Zhongxin Xie, Lingfeng Xiong, Li Fang, Ying Zhang,
Zhiming Wu, Daobin Sang, Guohui Cao, Po Kwai Chow, Yang Zhao, Yujuan Guan, Zhuo
Gong, Xihong Dai, Qiaomin Wu, Kaicheng Cheng, Lei Wang, Xiaosheng Tong, each of
whom is a member of the Companys management team or the nominee of a member of
the Companys management team (collectively, the
Rollover Stockholders
)
pursuant to an equity rollover agreement among Parent, Intelligent One Limited,
a British Virgin Islands company, and the Rollover Stockholders (the
Rollover Agreement
) immediately prior to the effective time of the
Merger, (ii) the Company or any direct or indirect wholly owned subsidiary of
the Company or (iii) stockholders who have properly exercised, perfected and not
withdrawn a demand for, or lost the right to, appraisal rights under Delaware
law. The Merger remains subject to the satisfaction or waiver of the conditions
set forth in the Merger Agreement, including obtaining approval of the existing
stockholders of the Company.
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 Schedule 13E-3 shall
have the meanings given to them in the Proxy Statement.
1
All information contained in this Schedule 13E-3 concerning
each Filing Person has been supplied by such 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:
SUMMARY TERM SHEET RELATED TO THE
MERGER
QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING AND THE MERGER
Item 2
Subject Company Information.
(a)
Name and Address
. The information contained in the section of the Proxy
Statement entitled SPECIAL FACTORS RELATING TO THE MERGERThe Parties is
incorporated herein by reference.
(b)
Securities
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING AND THE MERGER
THE ANNUAL MEETINGRecord Date;
Stockholders Entitled to Vote; Quorum
COMMON STOCK OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
COMMON STOCK TRANSACTION INFORMATION
The exact title of each class of the subject equity securities
is China Security & Surveillance Technology, Inc. common stock, par value
$0.0001 per share.
(c)
Trading Market and Price
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
MARKET PRICE AND DIVIDEND
INFORMATION
(d)
Dividends
. The information set forth in the Proxy Statement under the
following caption is incorporated herein by reference:
MARKET PRICE AND DIVIDEND
INFORMATION
(e)
Prior Public Offerings
. The information set forth in the Proxy Statement
under the following caption is incorporated herein by reference:
COMMON STOCK TRANSACTION INFORMATION
(f)
Prior Stock Purchases
. The information set forth in the Proxy Statement
under the following caption is incorporated herein by reference:
COMMON STOCK TRANSACTION INFORMATION
2
Item 3
Identity and Background of Filing
Person.
(a)
Name and Address
. China Security & Surveillance Technology, Inc. is
the subject company. The information set forth in the Proxy Statement contained
in the section of the Proxy Statement entitled SPECIAL FACTORS RELATING TO THE
MERGERThe Parties is incorporated herein by reference.
(b)
Business and Background of Entities
. The information set forth in the
Proxy Statement contained in the section of the Proxy Statement entitled
SPECIAL FACTORS RELATING TO THE MERGERThe Parties is incorporated herein by
reference.
(c)
Business and Background of Natural Persons
. The information set forth in
the Proxy Statement contained in the section of the Proxy Statement entitled
SPECIAL FACTORS RELATING TO THE MERGERThe Parties is incorporated herein by
reference.
China Security & Surveillance Technology,
Inc.
: Set forth below for each director and executive officer of the
Company is his respective present principal occupation or employment, the name
of the corporation or other organization in which such occupation or employment
is conducted and the five-year employment history of each such director and
executive officer. None of the Company or any of the Companys directors or
executive officers has, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). None of the
Company nor any of the Companys directors or executive officers listed below
has, during the past five years, been a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of federal or state
securities laws.
Executive Officers
Guoshen Tu
. Mr. Tu has been the Chairman and Chief
Executive Officer of the Company since September 2005. From 2004 to 2005, Mr. Tu
was the Chairman and Chief Executive Officer of Golden Group Corporation
(Shenzhen) Limited. Mr. Tu is a citizen of the Peoples Republic of China.
Terence Yap
. Mr. Yap has served as the Companys Chief
Financial Officer since January 2007, and as a director and Vice Chairman since
March 2006. Prior to joining the Company, Mr. Yap was the President, Chief
Executive Officer and a director of Digital Network Alliance International,
Inc., a Delaware corporation engaged in the business of providing satellite
internet connections to customers in the Asia Pacific region, including Hong
Kong, Singapore, Indonesia, Bangladesh, Pakistan, and Mongolia, and the business
of providing managed broadband services to commercial office buildings and
apartment buildings in Singapore and Hong Kong. Mr. Yap is a citizen of
Singapore.
Directors (other than Mr. Tu and Mr. Yap)
Runsen Li
. Mr. Li became a director of the Company in
August 2007. Mr. Li has been Vice President of the Chinese Police Association
since 2005, an organization that serves as a liaison with the police and public
community as well as foreign law enforcement agencies. It also conducts formal
law enforcement training and education in China as well as overseas. Since 1996,
Mr. Li has also been Head of the Commission of Science and Technology of the
Ministry of Public Security of the Peoples Republic of China. Since 1998, Mr.
Li has been group leader and chief technical advisor for Chinas Golden Shield
Project, a communication network and computer information system operated by the
Ministry of Public Security of the Peoples Republic of China. Mr. Li is a
citizen of the Peoples Republic of China.
Peter Mak
. Mr. Mak became a director of the Company in
October 2007. Mr. Mak is currently the Managing Director of Venfund Investment,
a China-focused private equity investment and financial advisory firm
incorporated in Shenzhen, China which he co-founded in late 2001. Mr. Mak is a citizen of Hong Kong.
3
Robert Shiver
. Mr. Shiver became a director of the
Company in October 2007. Mr. Shiver is currently the Chairman and Chief
Executive Officer of SH Holdings LLC , which is a privately held investment
company specializing in developing recurring revenue services and products in
the global security, energy, wireless, and technology sectors. Mr. Shiver is
also the Chairman and CEO of Aerwav Holdings Inc., which specializes in
providing wireless services, technology and products for the global security,
energy and commercial sectors. From November 2003 to June 2005, Mr. Shiver
served as Chairman and CEO of Aerwav Integration Service, a majority-owned
subsidiary of Aerwav Holdings Inc. In June 2005, in order to reorganize its
balance sheet, Aerwav Integration elected to file a voluntary Chapter 11
petition in the U.S. Bankruptcy Court, District of New Jersey which was later
converted into Chapter 7 liquidation in April 2006. Mr. Shiver is a citizen of
the United States.
Parent, Merger Sub, Intelligent One and Whitehorse
Information
:
Set forth below for the sole director of each of Parent, Merger
Sub, Intelligent One and Whitehorse, is his present principal occupation or
employment, the name of the organization in which such occupation or employment
is conducted and the five-year employment history of such director. During the
past five years, none of Parent, Merger Sub, Intelligent One, Whitehorse and
none of their respective directors has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the past five
years, none of Parent, Merger Sub, Intelligent One, Whitehorse and none of their
respective directors has been a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws or a finding of any violation of federal or state
securities laws.
Guoshen Tu
. Mr. Tu has been the Chairman and Chief
Executive Officer of the Company since September 2005. From 2004 to 2005, Mr. Tu
was the Chairman and Chief Executive Officer of Golden Group Corporation
(Shenzhen) Limited. Mr. Tu is a citizen of the Peoples Republic of China.
Item 4
Terms of the Transaction.
(a)
(1) Not
applicable.
(a)
(2) The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING AND THE MERGER
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of Our Board of Directors and Special Committee for
the Merger
SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of the Tu Parties for the Merger
THE ANNUAL MEETINGRecord Date;
Stockholders Entitled to Vote; Quorum
SPECIAL FACTORS RELATING TO THE
MERGERMaterial United States Federal Income Tax Consequences
Annex AMERGER AGREEMENT
4
(c)
Different Terms
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE
MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERFinancing of the Merger
THE ANNUAL MEETINGStock Ownership and
Interests of Certain Persons
THE MERGER AGREEMENTTreatment of
Common Stock, Restricted Stock and Company Warrants
Annex AMERGER AGREEMENT
(d)
Appraisal Rights
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING AND THE MERGER
APPRAISAL RIGHTS
Annex CDELAWARE GENERAL
CORPORATION LAW SECTION 262
(e)
Provisions for Unaffiliated Security Holders
. The information set forth
in the Proxy Statement under SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger,
is incorporated herein by reference. There have been no other provisions in
connection with the merger to grant unaffiliated security holders access to the
corporate files of the Filing Persons or to obtain counsel or appraisal services
at the expense of the Filing Persons.
(f)
Eligibility for Listing or Trading
. Not applicable.
Item 5
Past Contacts, Transactions, Negotiations
and Agreements.
(a)
Transactions
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE
MERGERRelationship Between Us and the Tu Parties
THE MERGER AGREEMENT
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Annex AMERGER AGREEMENT
5
(b)
Significant Corporate Events
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Officers in the Merger
THE MERGER AGREEMENT
Annex AMERGER AGREEMENT
(c)
Negotiations or Contacts
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference.
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Officers in the Merger
THE MERGER AGREEMENT
Annex AMERGER AGREEMENT
(e)
Agreements Involving the Subject Companys Securities
. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE
MERGERFinancing of the Merger
THE MERGER AGREEMENT
Annex AMERGER AGREEMENT
Item 6
Purposes of the Transaction and Plans or
Proposals.
(b)
Use of Securities Acquired
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPlans for the Company
THE MERGER AGREEMENT
Annex AMERGER AGREEMENT
6
(c)(1)-(8)
Plans
.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of Our Board of Directors and Special Committee for
the Merger
SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of the Tu Parties for the Merger
SPECIAL FACTORS RELATING TO THE
MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPlans for the Company
SPECIAL FACTORS RELATING TO THE MERGERFinancing
of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE
MERGERDelisting and Deregistration of the Company Common Stock
THE MERGER AGREEMENT
MARKET PRICE AND DIVIDEND
INFORMATION
Annex AMERGER AGREEMENT
Item 7
Purposes, Alternatives, Reasons and
Effects.
(a)
Purposes
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of Our Board of Directors and Special Committee for
the Merger
SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of the Tu Parties for the Merger
SPECIAL FACTORS RELATING TO THE
MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPlans for the Company
THE MERGER AGREEMENT
7
Annex AMERGER AGREEMENT
(b)
Alternatives
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of Our Board of Directors and Special Committee for
the Merger
SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPositions of the Tu Parties regarding the Fairness of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes of and Reasons of the Tu Parties for the Merger
SPECIAL FACTORS RELATING TO THE
MERGEREffects on the Company if the Merger is not Completed
(c)
Reasons
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of Our Board of Directors and Special Committee for
the Merger
SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of the Tu Parties for the Merger
(d)
Effects
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of Our Board of Directors and Special Committee for
the Merger
SPECIAL FACTORS RELATING TO THE
MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPlans for the Company
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Officers in the Merger
THE MERGER AGREEMENTEffects of the
Merger; Directors and Officers; Certificate of Incorporation; Bylaws
THE MERGER AGREEMENTTreatment of
Common Stock, Restricted Stock and Company Warrants
8
SPECIAL FACTORS RELATING TO THE
MERGERMaterial United States Federal Income Tax Consequences
APPRAISAL RIGHTS
Annex AMERGER AGREEMENT
Annex CDELAWARE GENERAL CORPORATION
LAW SECTION 262
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 is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGEROpinion of Imperial Capital, Financial Advisor to the Special Committee
SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
"SPECIAL FACTORS RELATING TO THE
MERGERPositions of the Tu Parties Regarding the Fairness of the Merger"
Annex BFINANCIAL ADVISOR OPINION
(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 RELATED TO THE
MERGER
QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING AND THE MERGER
THE ANNUAL MEETINGRecord Date; Stockholders
Entitled to Vote; Quorum
THE ANNUAL MEETINGVote Required
THE MERGER
AGREEMENTConditions to the Merger
Annex AMERGER AGREEMENT
(d)
Unaffiliated Representative
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGEROpinion of Imperial Capital, Financial Advisor to the Special Committee
Annex BFINANCIAL ADVISOR OPINION
(e)
Approval of Directors
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
9
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of Our Board of Directors and Special Committee for
the Merger
SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
(f)
Other Offers
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
Item 9
Reports, Opinions, Appraisals and
Negotiations.
(a)-(c)
Report, opinion or
appraisal; Preparer and summary of the report, opinion or appraisal;
Availability of documents
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference.
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGEROpinion of Imperial Capital, Financial Advisor to the Special Committee
WHERE YOU CAN FIND MORE INFORMATION
Annex BFINANCIAL ADVISOR OPINION
Item 10
Source and Amounts of Funds or Other
Consideration.
(a),
(b)
Source of Funds; Conditions
.
The information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERFinancing of the Merger
THE MERGER AGREEMENTFinancing
Annex AMERGER
AGREEMENT
(c)
Expenses
. The information set forth in the Proxy Statement under the
following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGEREffects on the Company if Merger is not Completed
SPECIAL FACTORS RELATING TO THE
MERGERFees and Expenses
THE MERGER AGREEMENTTermination
10
THE MERGER AGREEMENTTermination Fees
and Reimbursement of Expenses
Annex AMERGER AGREEMENT
(d)
Borrowed Funds
. The information set forth in the Proxy Statement under
the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERFinancing of the Merger
Item 11
Interest in Securities of the Subject
Company.
(a)
Securities Ownership
. The information set forth in the Proxy Statement
under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Officers in the Merger
COMMON STOCK OWNERSHIP OF MANAGEMENT
AND BENEFICIAL OWNERS
(b)
Securities Transactions
. The information set forth in the Proxy Statement
under the following caption is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
THE MERGER AGREEMENT
COMMON STOCK
TRANSACTION INFORMATION
Annex AMERGER AGREEMENT
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 caption is incorporated
herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of Our Board of Directors and Special Committee for
the Merger
SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
THE ANNUAL MEETINGVote Required
THE ANNUAL MEETINGStock Ownership
and Interests of Certain Persons
11
COMMON STOCK OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
(e)
Recommendation of Others
. The information set forth in the Proxy
Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING AND THE MERGER
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of Our Board of Directors and Special Committee for
the Merger
SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPositions of the Tu Parties Regarding the Fairness of the Merger
THE ANNUAL MEETINGRecommendation of
Our Board of Directors and Special Committee
Item 13
Financial Statements.
(a)
Financial Information
. The information set forth in the Proxy Statement
under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
SELECTED FINANCIAL INFORMATION
WHERE YOU CAN FIND MORE INFORMATION
(b)
Pro forma information
. Not applicable.
Item 14
Persons/Assets, Retained, Employed,
Compensated Or Used.
(a)
Solicitations or Recommendations
. The information set forth in the Proxy
Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING AND THE MERGER
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERFees and Expenses
THE ANNUAL MEETINGSolicitation of
Proxies
12
(b)
Employees and corporate assets
. The information set forth in the Proxy
Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE
MERGER
QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING AND THE MERGER
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERRecommendation of Our Board of Directors and Special Committee; Reasons
for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
THE ANNUAL MEETINGSolicitation of
Proxies
Item 15
Additional Information.
(b)
Other material information
. The entirety of the Proxy Statement,
including all Annexes thereto, is incorporated herein by reference.
Item 16
Exhibits.
(a)(1) Definitive Proxy Statement of China
Security & Surveillance Technology, Inc., incorporated by reference to
the Schedule 14A filed with the Securities and Exchange Commission on
August 11, 2011 (the
Proxy
Statement
).
(a)(2) Form of Proxy Card, incorporated
herein by reference to the Proxy Statement.
(a)(3) Notice of Annual Meeting of
Stockholders of the Company, incorporated herein by reference to the
Proxy Statement.
(a)(4) Press Release dated as of May 3,
2011, incorporated herein by reference to Exhibit 99.1 to the Current
Report on Form 8-K furnished by the Company to the Securities and Exchange
Commission on May 3, 2011.
(a)(5) Press Release dated as of July 5,
2011, incorporated herein by reference to Exhibit 99.1 to the Current
Report on Form 8-K furnished by the Company to the Securities and Exchange
Commission on July 5, 2011.
(a)(6) Press Release dated as of July 20, 2011, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on July 20, 2011.
(b)(1) Facility Agreement dated as of April 20, 2011, by and
among Parent and China Development Bank Corporation Hong Kong Branch.,
incorporated by reference to Exhibit (b)(1) to the Amendment No. 2 to the
Schedule 13E-3 filed with the Securities and Exchange Commission on July 18,
2011.
(b)(2) Letter Agreement, dated as of April
20, 2011, by and between Parent, Intelligent One and the Rollover
Stockholders, incorporated herein by reference to Exhibit 7.05 to
Amendment No. 6 to the Schedule 13D filed by Mr. Guoshen Tu with the
Securities and Exchange Commission on April 22, 2011.
(c)(1) Opinion of Imperial Capital, LLC,
dated May 3, 2011, incorporated herein by reference to Annex B of the
Proxy Statement.
(c)(2) Discussion Materials prepared by
Imperial Capital, LLC for discussion with the special committee of the
board of directors of the Company, dated May 3, 2011, incorporated by
reference to Exhibit (c)(2) to the Amendment No.1 to the Schedule 13E-3 filed
with the Securities and Exchange Commission on July 8, 2011.
(d)(1) Amended and Restated Agreement and
Plan of Merger, dated as of May 3, 2011, by and among the Company, Parent,
Merger Sub and Mr. Guoshen Tu (solely for the purposes of Section 6.15
therein) incorporated herein by reference to Annex A to the Proxy Statement.
(d)(2) Limited Guaranty dated as of April
20, 2011, by Mr. Guoshen Tu in favor of the Company, incorporated herein
by reference to Exhibit 7.03 to Amendment No. 6 to the Schedule 13D filed
by Mr. Guoshen Tu with the Securities and Exchange Commission on April 22,
2011.
(f)(1) Appraisal Rights, incorporated
herein by reference to the Section entitled Appraisal Rights in the
Proxy Statement.
(f)(2) Section 262 of the Delaware General
Corporation Law, incorporated herein by reference to Annex C to the
Proxy Statement.
(g) Not applicable.
13
SIGNATURE
After due 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.
|
|
CHINA SECURITY & SURVEILLANCE TECHNOLOGY,
INC.
|
|
|
|
|
By:
|
/s/
Terence Yap
|
|
|
Terence Yap
|
|
|
Chief Financial Officer and Director
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
RIGHTMARK HOLDINGS LIMITED
|
|
|
|
|
By:
|
/s/
Guoshen Tu
|
|
|
Guoshen Tu
|
|
|
Director
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
RIGHTMARK MERGER SUB LIMITED
|
|
|
|
|
By:
|
/s/
Guoshen Tu
|
|
|
Guoshen Tu
|
|
|
Director
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
INTELLIGENT ONE LIMITED
|
|
|
|
|
By:
|
/s/
Guoshen Tu
|
|
|
Guoshen Tu
|
|
|
Director
|
|
|
Dated: August 11, 2011
|
14
After due 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.
|
|
WHITEHORSE TECHNOLOGY LIMITED
|
|
|
|
|
By:
|
/s/
Guoshen Tu
|
|
|
Guoshen Tu
|
|
|
Director
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
GUOSHEN TU
|
|
|
|
|
|
/s/
Guoshen Tu
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
WING KHAI YAP (TERENCE)
|
|
|
|
|
|
/s/
Wing Khai Yap (Terence)
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
LIZHONG WANG
|
|
|
|
|
|
/s/
Lizhong Wang
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
ZHONGXIN XIE
|
|
|
|
|
|
/s/
Zhongxin Xie
|
|
|
Dated: August 11, 2011
|
15
After due 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.
|
|
LINGFENG XIONG
|
|
|
|
|
|
/s/
Lingfeng Xiong
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
LI FANG
|
|
|
|
|
|
/s/ Li
Fang
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
YING ZHANG
|
|
|
|
|
|
/s/
Ying Zhang
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
ZHIMING WU
|
|
|
|
|
|
/s/
Zhiming Wu
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
DAOBIN SANG
|
|
|
|
|
|
/s/
Daobin Sang
|
|
|
Dated: August 11, 2011
|
16
After due 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.
|
|
GUOHUI CAO
|
|
|
|
|
|
/s/
Guohui Cao
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
PO KWAI CHOW
|
|
|
|
|
|
/s/ Po
Kwai Chow
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
YANG ZHAO
|
|
|
|
|
|
/s/
Yang Zhao
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
YUJUAN GUAN
|
|
|
|
|
|
/s/
Yujuan Guan
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
ZHUO GONG
|
|
|
|
|
|
/s/
Zhuo Gong
|
|
|
Dated: August 11, 2011
|
17
After due 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.
|
|
XIHONG DAI
|
|
|
|
|
|
/s/
Xihong Dai
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
QIAOMIN WU
|
|
|
|
|
|
/s/
Qiaomin Wu
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
KAICHENG CHENG
|
|
|
|
|
|
/s/
Kaicheng Cheng
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
LEI WANG
|
|
|
|
|
|
/s/
Lei Wang
|
|
|
Dated: August 11, 2011
|
After due 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.
|
|
XIAOSHENG TONG
|
|
|
|
|
|
/s/
Xiaosheng Tong
|
|
|
Dated: August 11, 2011
|
18
EXHIBIT INDEX
(a)(1) Definitive Proxy Statement of China
Security & Surveillance Technology, Inc., incorporated by reference to
the Schedule 14A filed with the Securities and Exchange Commission on
August 11, 2011 (the
Proxy
Statement
).
(a)(2)(i) Form of Proxy Card, incorporated
herein by reference to the Proxy Statement.
(a)(3) Notice of Annual Meeting of
Stockholders of the Company, incorporated herein by reference to the
Proxy Statement.
(a)(4) Press Release dated as of May 3,
2011, incorporated herein by reference to Exhibit 99.1 to the Current
Report on Form 8-K furnished by the Company to the Securities and Exchange
Commission on May 3, 2011.
(a)(5) Press Release dated as of July 5,
2011, incorporated herein by reference to Exhibit 99.1 to the Current
Report on Form 8-K furnished by the Company to the Securities and Exchange
Commission on July 5, 2011.
(a)(6) Press Release dated as of July 20, 2011, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on July 20, 2011.
(b)(1) Facility Agreement dated as of April 20, 2011, by and
among Parent and China Development Bank Corporation Hong Kong Branch.,
incorporated by reference to Exhibit (b)(1) to the Amendment No. 2 to the
Schedule 13E-3 filed with the Securities and Exchange Commission on July 18,
2011.
(b)(2) Letter Agreement, dated as of April
20, 2011, by and between Parent, Intelligent One and the Rollover
Stockholders, incorporated herein by reference to Exhibit 7.05 to
Amendment No. 6 to the Schedule 13D filed by Mr. Guoshen Tu with the
Securities and Exchange Commission on April 22, 2011.
(c)(1) Opinion of Imperial Capital, LLC,
dated May 3, 2011, incorporated herein by reference to Annex B of the
Proxy Statement.
(c)(2) Discussion Materials prepared by
Imperial Capital, LLC for discussion with the special committee of the
board of directors of the Company, dated May 3, 2011, incorporated by
reference to Exhibit (c)(2) to Amendment No.1 to the Schedule 13E-3 filed with
the Securities and Exchange Commission on July 8, 2011.
(d)(1) Amended and Restated Agreement and
Plan of Merger, dated as of May 3, 2011, by and among the Company, Parent,
Merger Sub and Mr. Guoshen Tu (solely for the purposes of Section 6.15
therein) incorporated herein by reference to Annex A to the Proxy Statement.
(d)(2) Limited Guaranty dated as of April
20, 2011, by Mr. Guoshen Tu in favor of the Company, incorporated herein
by reference to Exhibit 7.03 to Amendment No. 6 to the Schedule 13D filed
by Mr. Guoshen Tu with the Securities and Exchange Commission on April 22,
2011.
(f)(1) Appraisal Rights, incorporated
herein by reference to the Section entitled Appraisal Rights in the
Proxy Statement.
(f)(2) Section 262 of the Delaware General
Corporation Law, incorporated herein by reference to Annex C to the
Proxy Statement.
(g) Not applicable.
19
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