SHENZHEN, China, Sept. 16, 2011 /PRNewswire-Asia/ -- China
Security & Surveillance Technology, Inc. ("CSST" or the
"Company") (NYSE: CSR), a leading integrated surveillance and
safety solutions provider in the P.R.C., today announced the
completion of the merger contemplated by the previously announced
Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement"), dated as of May 3, 2011,
by and among Rightmark Holdings Limited, a British Virgin Islands company ("Parent"),
Rightmark Merger Sub Limited, a Delaware corporation and a wholly owned,
direct subsidiary of Parent ("Merger Sub"), the Company and Mr.
Guoshen Tu, the Chairman and Chief Executive Officer of the Company
(solely for the purpose of Section 6.15 of the Merger Agreement).
As a result of the merger, the Company became a wholly owned
subsidiary of Parent, which is controlled by Mr. Guoshen Tu.
Under the terms of the Merger Agreement, which was adopted by
the Company's stockholders at the annual meeting held on
September 14, 2011, each share of the
Company's common stock issued and outstanding immediately prior to
the effective time of the merger has been cancelled in exchange for
the right to receive $6.50 in cash
without interest, except for shares owned by (i) Parent,
Merger Sub or any other direct or indirect wholly owned subsidiary
of Parent, including shares contributed to Parent by Mr. Guoshen Tu
and certain other senior members of the management immediately
prior to the effective time of the merger, (ii) the Company or
any direct or indirect wholly owned subsidiary of the Company and
(iii) stockholders who have properly exercised, perfected and
not withdrawn a demand for, or lost the right to, appraisal rights
under Delaware law. In addition,
each warrant to purchase shares of the Company's common stock
issued and outstanding at the effective time of the merger was
cancelled and, in exchange therefor, converted into the right to
receive a cash payment (without interest) equal to the product of
(i) the excess of $6.50 over the
exercise price per share of common stock of such warrant and (ii)
the number of shares of common stock subject to such warrant;
provided, that if the exercise price of any such warrant is equal
to or greater than $6.50, such
warrant was canceled without any cash payment being made in respect
thereof.
Stockholders of record will receive a letter of transmittal and
instructions on how to surrender their stock certificates in
exchange for the merger consideration. Stockholders should wait to
receive the letter of transmittal before surrendering their stock
certificates.
The Company also announced today that it requested that trading
of its common stock on the New York Stock Exchange (the "NYSE") be
suspended. The Company requested the NYSE to file a delisting
application on Form 25 with the SEC to delist and deregister
its common stock. The Company intends to deregister its common
stock and suspend its reporting obligations under the Securities
Exchange Act of 1934, as amended, by promptly filing Form 15 with
the SEC.
About China Security & Surveillance Technology,
Inc.
Based in Shenzhen, China, CSST
designs, manufactures, sells, installs, services and monitors
electronic surveillance and safety products and solutions,
including related software, in China. Its customers are mainly comprised of
government, commercial, industrial and education entities. CSST has
built a diversified customer base through its extensive sales and
service network that includes branch offices and distribution
points throughout China. To learn
more about the Company visit http://www.csst.com
Safe Harbor Statement
This press release may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Forward-looking statements can be identified by the use
of forward-looking terminology such as "will," "believes,"
"expects" or similar expressions. Such information is based upon
expectations of our management that were reasonable when made but
may prove to be incorrect. All of such assumptions are inherently
subject to uncertainties and contingencies beyond our control and
based upon premises with respect to future business decisions,
which are subject to change. We do not undertake to update the
forward-looking statements contained in this press release. For a
description of risks and uncertainties that may cause actual
results to differ from the forward-looking statements contained in
this press release, see our most recent Annual Report on Form 10-K
filed with the Securities and Exchange Commission ("SEC"), and our
subsequent SEC filings. Copies of filings made with the SEC are
available through the SEC's electronic data gathering analysis
retrieval system at http://www.sec.gov
For more information, please contact:
Company Contact:
Amy Tang
China Security & Surveillance Technology, Inc.
Tel: +86-755-8351-0888 ext.6138
Email: ir@csst.com
Investor and Media Contact:
Patrick Yu, Fleishman-Hillard Hong
Kong
Tel: +852-2530-2577
Email: patrick.yu@fleishman.com
SOURCE China Security & Surveillance Technology, Inc.