UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of Earliest event Reported): October 24,
2011
CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
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333-141568
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20-8468508
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(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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9 North West Fourth Ring Road,
Yingu Mansion, Suite 1708
Haidian District, Beijing
Peoples Republic of China 100190
_______________________________________________________
(Address of
principal executive offices)
+86 10 82525361
(Registrant's telephone number, including area code)
_______________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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[X]
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Agreement and Plan of Merger
On October 24, 2011, China Advanced Construction Materials Group, Inc., a Delaware corporation (the Company), entered into an Agreement and Plan of Merger (the Merger Agreement) with Novel Gain Holdings Limited, a British
Virgin Islands company (Novel Gain), CACMG Acquisition, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Novel Gain (Merger Sub), Mr. Xianfu Han and Mr. Weili He. Pursuant to the Merger Agreement, Merger
Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Novel Gain (the Merger). Mr. Han is the Companys Chief Executive Officer and the Chairman of the
Companys Board of Directors and beneficially owns approximately 32.5% of the Companys outstanding shares of common stock, $0.001 par value per share (the Company Common Stock). Mr. He is the Companys Chief Operating
Officer and Vice-Chairman of the Companys Board of Directors and beneficially owns approximately 17.0% of the outstanding Company Common Stock.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Rollover Shares
(as defined in the Merger Agreement), (ii) shares owned by Novel Gain and Merger Sub and (iii) shares in respect of which appraisal rights have been properly exercised under Delaware law) will be canceled and will be automatically converted into the
right to receive $2.65 in cash (the Merger Consideration), without interest. In connection with the Merger, each outstanding share of Company Common Stock that is subject to vesting and/or forfeiture restrictions will become fully
vested immediately prior to the Effective Time. Each warrant that is outstanding at the Effective Time will be converted into the right to receive, upon exercise of such warrant after the Effective Time, a cash amount equal to (i) the total number
of shares of Company Common Stock subject to such warrant immediately prior to the Effective Time multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share of Company Common Stock issuable
under such warrant. In addition, each option to purchase Company Common Stock pursuant to the Companys 2009 Equity Incentive Plan (the Plan) that is then outstanding and unexercised, whether or not then vested, shall be converted
into the right to receive, upon exercise of such option after the Effective Time, a cash amount equal to (i) the total number of shares of Company Common Stock subject to such option immediately prior to the Effective Time multiplied by (ii) the
excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share of Company Common Stock issuable under such option. Unless otherwise determined by Novel Gain, the Companys 2009 Equity Incentive Plan shall
terminate as of the Effective Time.
Each of the Company, Novel Gain and Merger Sub has made customary representations and warranties to each other in the Merger Agreement. Completion of the Merger is subject to customary closing conditions, including, but not limited to, (i) adoption
of the Merger Agreement by the Companys stockholders, (ii) the absence of any order or injunction prohibiting the consummation of the Merger and (iii) the truth and correctness of each partys representations and warranties at closing.
The Merger Agreement may be terminated under certain circumstances, including, among others, (i) termination by mutual agreement of the parties, (ii) termination by either party if the Merger is not consummated on or before June 30, 2012, (iii)
termination by the Company if the Company enters into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement), (iv) termination under certain circumstances by the Company or Novel Gain after an Alternative Transaction
Proposal (as defined in the Merger Agreement) is publicly disclosed and not withdrawn after December 23, 2011 and receipt of the Facility Agreement (as defined in the Merger Agreement), assuming that within 12 months of termination the Company
enters into an agreement or transaction with respect to the Alternative Transaction Proposal, (v) termination by Novel Gain upon certain breaches of provisions of the Merger Agreement by the Company or by its Board of Directors, and (vi) termination
by the Company after certain breaches by Novel Gain or Merger Sub. If the agreement is terminated pursuant to (iii), (iv) or (v), then the Company will be required to pay to Novel Gain a termination fee of $500,000. If the agreement is
terminated pursuant to (vi) or prior to Novel Gain's execution of a Facility
Agreement (as defined in the Merger Agreement) and following 60 days from the
execution of the Merger Agreement, then Novel Gain, or at the request of the
Company Mr. Han and Mr. He, will be required to pay the Company a termination fee of $1,500,000; provided, however,
such termination fee will be increased to $2,500,000 prior to Novel Gains execution of a Facility Agreement
and following 90 days from the execution of the Merger Agreement.
The Merger Agreement was negotiated on behalf of the Company by the Special Committee formed by the Board of Directors (the Special Committee). The Board of Directors of the Company, acting upon the unanimous recommendation of the
Special Committee, unanimously approved the Merger Agreement and determined that the Merger Agreement and the Merger were advisable, fair to and in the best interest of the Company and its stockholders.
Additional Information and Where to Find
It
The Company will file a proxy statement with the Securities and
Exchange Commission (the SEC) in connection with the proposed merger with
Merger Sub, pursuant to which the Company would be acquired by Novel Gain. In
addition, certain participants in the proposed transaction will prepare and mail
to the Companys stockholders a Schedule 13E-3 transaction statement. These
documents will be filed with or furnished to the SEC as soon as practicable.
INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS IN THEIR
ENTIRETY AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NOVEL GAIN, THE
COMPANY, THE PROPOSED MERGER, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH
THE PROPOSED MERGER ON BEHALF OF THE COMPANY AND THE INTERESTS OF THOSE PERSONS
IN THE PROPOSED MERGER AND RELATED MATTERS. In addition to receiving the proxy
statement and Schedule 13E-3 transaction statement by mail, stockholders also
will be able to obtain these documents, as well as other filings containing
information about the Company, the proposed merger and related matters from the
SECs website (http://www.sec.gov) or at the SECs public reference room at 100
F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these documents
can be obtained, without charge, by contacting the Company at China Advanced
Construction Materials Group, Inc., 9 North West Fourth Ring Road, Yingu Mansion
Suite 1708, Haidian District, Beijing, Peoples Republic of China, 100190,
telephone: +86 10 82525361.
Participants in the Solicitation
The Company and certain of its directors, executive officers
and other members of management and employees may, under SEC rules, be deemed to
be participants in the solicitation of proxies from the Companys stockholders
with respect to the proposed Merger. Information regarding the persons who may
be considered participants in the solicitation of proxies will be set forth in
the proxy statement and Schedule 13E-3 transaction statement relating to the
proposed Merger when it is filed with the SEC. Additional information regarding
the interests of such potential participants will be included in the proxy
statement and Schedule 13E-3 transaction statement and the other relevant
documents filed with the SEC when they become available.
Note on Forward-Looking Statements
This report may include certain statements that are not
descriptions of historical facts, but are forward-looking statements. Such
statements include, among others, those concerning expected benefits and costs
of the proposed Merger; management plans relating to the Merger; the expected
timing of the completion of the Merger; the parties ability to complete the
Merger considering the various closing conditions, including any conditions
related to regulatory approvals, as well as all assumptions, expectations,
predictions, intentions or beliefs about future events. 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 the 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 SEC, as amended, and
our subsequent SEC filings. Copies of filings made with the SEC are available
through the SECs electronic data gathering analysis retrieval system at
http://www.sec.gov.
On October 24, 2011, the Company issued a press release
announcing the signing of the Merger Agreement. A copy of the press release is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 24, 2011
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CHINA ADVANCED CONSTRUCTION MATERIALS
GROUP, INC.
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By:
/s/ Xianfu Han
Xianfu Han
Chief Executive
Officer
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China Advanced Constr Matls Group (MM) (NASDAQ:CADC)
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