UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
CHINA ADVANCED CONSTRUCTION MATERIALS GROUP,
INC.
(Name of Issuer)
China Advanced Construction Materials Group, Inc.
Novel
Gain Holdings Limited
CACMG Acquisition, Inc.
Xianfu Han
Weili He
(Name of Persons Filing Statement)
Common Stock, par value $.001 per share
(Title of
Class of Securities)
169365 10 3
(CUSIP Number)
China Advanced Construction Materials Group, Inc.
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Xianfu Han and Weili He
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9 North West Fourth Ring Road
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c/o China Advanced Construction
Materials Group, Inc.
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Yingu Mansion Suite 1708
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9 North West Fourth Ring Road
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Haidian District Beijing
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Yingu Mansion Suite 1708
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Peoples Republic of China 100190
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Haidian District Beijing
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Attn: Jianling Chen
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Peoples Republic of China 100190
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+86 10 82525361
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+86 10 82525361
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|
|
|
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Novel Gain Holdings Limited
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CACMG Acquisition, Inc.
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c/o China Advanced Construction Materials Group,
Inc.
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c/o China Advanced Construction
Materials Group, Inc.
|
9 North West Fourth Ring Road
|
9 North West Fourth Ring Road
|
Yingu Mansion Suite 1708
|
Yingu Mansion Suite 1708
|
Haidian District Beijing
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Haidian District Beijing
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Peoples Republic of China 100190
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Peoples Republic of China 100190
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Attn: Xianfu Han
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Attn: Xianfu Han
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+86 10 82525361
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+86 10 82525361
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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:
Peter X. Huang
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James L. Hsu
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Woon-Wah Siu
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Skadden, Arps, Slate, Meagher &
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Squire Sanders & Dempsey (US)
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Pillsbury Winthrop Shaw Pittman
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Flom LLP
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LLP
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LLP
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30th Floor, China World Office 2
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Suite 1207, 12th Floor
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Suite 4201, Bund Center
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1 Jianguomenwai Avenue
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Shanghai Kerry Centre
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222 Yan An Road East, Huangpu
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Beijing 100004, PRC
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1515 Nanjing Road West
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District
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+86 10 65355500
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Shanghai 200040
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Shanghai, China 200002
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Peoples Republic of China
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+86 21 61377999
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+86 21
61036360
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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:
[X]
Check the following box if the filing is a final amendment
reporting the results of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction Valuation*
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Amount of Filing Fee**
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$24,003,574.35
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$2,750.81
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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 (A) the aggregate cash payment for the proposed $2.65 per
share for 8,999,804 shares of common stock issued and outstanding as of October
28, 2011 (consisting of 17,809,387 shares of common stock outstanding as of
October 28, 2011 minus 8,809,583 shares of common stock held, in the aggregate,
by Mr. Xianfu Han and Mr. Weili He) and (B) the aggregate cash payment for the
616,375 shares of common stock underlying the outstanding warrants of the
Company at $0.25 per share, the excess of the merger consideration of $2.65 per
share over the exercise price of $2.40 per share under such warrant.
** 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 #2 for Fiscal Year 2012, is
calculated by multiplying the Transaction Valuation by 0.0001146.
[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: $2,750.81
Form or Registration No.:
Schedule 14APreliminary Proxy Statement
Filing Party: China Advanced Construction Materials Group, Inc.
Date
Filed: October 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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2
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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 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 Advanced
Construction Materials Group, Inc., a Delaware corporation (the
Company
), the issuer of the common stock, par value $.001 per share
(the
Company Common Stock
) that is subject to the Rule 13e-3
transaction; Novel Gain Holdings Limited, a British Virgin Islands company
(
Parent
); CACMG Acquisition, Inc., a Delaware corporation and a wholly
owned subsidiary of Parent (
Merger Sub
); Xianfu Han (
Mr. Han
),
chairman of the board of directors and chief executive officer of the Company;
and Weili He (
Mr. He
), vice chairman of the board of directors and
chief operating officer of the Company.
On October 24, 2011, Parent, Merger Sub, Mr. Han, Mr. He 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 surviving the Merger as a wholly owned
subsidiary of Parent. Parent and Merger Sub are beneficially owned by Mr. Han
and Mr. He (the
Buyer Group
). Concurrently with the filing of this
Schedule 13E-3, the Company is filing with the SEC a preliminary proxy statement
(the
Proxy Statement
) under Regulation 14A of the Exchange Act,
relating to a special 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 the holders of both (a) a majority of the
outstanding shares of Company Common Stock and (b) a majority of the outstanding
shares of Company Common Stock other than the shares of Company Common Stock
held by the Buyer Group (the
Rollover Shares
) as of the close of
business, New York time, on the record date for the special meeting. 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 share of Company Common Stock issued and outstanding
immediately prior to the effective time of the Merger will be converted
automatically into the right to receive $2.65 in cash (the
Per Share Merger
Consideration
), without interest and less any applicable withholding taxes,
excluding the shares of Company Common Stock owned by (i) Parent or Merger Sub,
including the Rollover Shares to be contributed to Parent by the Buyer Group
pursuant to an equity rollover agreement between Parent and the Rollover
Stockholders (the
Rollover Agreement
) immediately prior to the
effective time of the Merger or (ii) 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. As of the date hereof,
the Proxy Statement is in preliminary form and is subject to completion or
amendment. Capitalized terms used but not defined in this Schedule 13E-3 shall
have the meanings given to them in the Proxy Statement.
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.
1
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
SPECIAL 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
SPECIAL MEETING AND THE MERGER
THE SPECIAL 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 Advanced Construction Materials Group, Inc. common stock, par value
$.001 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 captions 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 captions is incorporated herein by reference:
COMMON STOCK TRANSACTION INFORMATION
(f)
Prior Stock Purchases
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
COMMON STOCK TRANSACTION INFORMATION
Item 3
Identity
and Background of Filing Person.
(a)
Name and Address
. China Advanced Construction Materials Group, 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.
2
(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 Advanced Construction Materials Group,
Inc.
: Set forth below for each director and executive officer of the
Company is his or her 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. Neither the Company nor 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).
Neither 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
Xianfu Han
. Mr. Han became chairman of the board of
directors and chief executive officer of the Company on April 29, 2008. From
January 2003 to the present, Mr. Han has served as chairman of the board of
directors of the Companys subsidiary Beijing Xin Ao Concrete Group. Since
November 2002, Mr. Han has been chairman of Beijing Tsinghua University
Management Schools Weilun Club. Between January 2001 and March 2007, Mr. Han
served as executive vice chairman of the Beijing Concrete Association. Mr. Han
is a citizen of the Peoples Republic of China.
Weili He
. Mr. He became vice-chairman of the board of
directors and chief operating officer of the Company on April 29, 2008. From
August 2007 to the present, Mr. He has served as vice chairman of the board of
directors of the Companys subsidiary, Beijing Xin Ao Concrete Group. From
January 2003 to August 2007, Mr. He served as chairman of the board of directors
of Beijing Xinhang Construction Materials Co., Ltd. Since 2007, Mr. He has
served as vice chairman of the Beijing Concrete Association. Mr. He is a citizen
of the Peoples Republic of China.
Jeremy Goodwin
. Mr. Goodwin was appointed president of
the Company on January 25, 2010 and chief financial officer of the Company on
February 15, 2010. Mr. Goodwin served as a member of the Companys board of
directors from October 6, 2008 until August 28, 2011. Since 2006, Mr. Goodwin
has been managing partner of 3G Capital Partners, a corporate finance advisory
firm. Mr. Goodwin is a citizen of the United States of America.
Directors (other than Mr. Han and Mr. He)
Tao Jin
. Tao Jin became a director of the Company on May
4, 2011. Mr. Jin serves as chairman of the compensation committee and as a
member of the audit committee and governance and nominating committee. Mr. Jin
is a senior partner with Jincheng TongDa & Neal, a Chinese law firm based in
Beijing. Immediately prior to joining Jincheng TongDa, Mr. Jin was a partner
with Jun He Law Offices from 2005 through 2010. Mr. Jin is a citizen of the
Peoples Republic of China.
Jing Liu
. Jing Liu became a director of the Company on
February 7, 2010. Ms. Liu serves as a member of the audit committee, the
compensation committee and the nominating and governance committee. From 2007 to
2009, Ms. Liu served on the board of directors of Guotai Asset Management
Limited. During 2009, Ms. Liu served as a member of the board of directors of
Southwest Securities Corporation. From 2005 to 2009, Ms. Liu served in various
capacities, including general manager of the strategic development department
and equity capital department, with China Jianyin Investment Limited, a
state-owned investment company in the Peoples Republic of China. Ms. Liu is a
citizen of the Peoples Republic of China.
Yang (Joanna) Wang
. Yang (Joanna) Wang became a director
of the Company on May 25, 2011. Ms. Wang serves as chairwoman of the audit
committee and as a member of the compensation committee and governance and
nomination committee. Between 2008 and 2010, Ms. Wang served as senior vice
president of Oaktree Capital (Hong Kong) Limited, a U.S. private equity
investment fund focused on mid-market opportunities worldwide, and was the head of the Beijing office. Between 2006 and 2007, Ms.
Wang served as director of real estate financings of Credit Suisse (Hong Kong)
Limited. Ms. Wang is a citizen of the United States of America.
3
Parent and Merger Sub Information
:
Parent is a company organized under the laws of the British
Virgin Islands. Merger Sub is a corporation organized under the laws of the
State of Delaware. The principal business of each of Parent and Merger Sub is to
hold, transact or otherwise deal in the securities of the Company or otherwise
participate in the transactions contemplated by the Merger Agreement. Set forth
below for each director and executive officer of Parent and of Merger Sub is his
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.
Neither Parent nor Merger Sub nor any of Parents or Merger Subs directors or
executive officers has, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). Neither
Parent nor Merger Sub nor any of Parents or Merger Subs 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.
Xianfu Han
. Mr. Han has served as a director of Parent
since October 14, 2011 and president and chairman of the
board of directors of Merger Sub since its formation on October 17, 2011. Mr.
Han became chairman of the board of directors and chief executive officer of the
Company on April 29, 2008. From January 2003 to present, Mr. Han has served as
chairman of the board of directors of the Companys subsidiary, Beijing Xin Ao
Concrete Group. Since November 2002, Mr. Han has been chairman of Beijing
Tsinghua University Management Schools Weilun Club. Between January 2001 and
March 2007, Mr. Han served as executive vice chairman of the Beijing Concrete
Association. Mr. Han is a citizen of the Peoples Republic of China.
Weili He
. Mr. He has served as a director of Parent
since October 14, 2011 and secretary, treasurer and director
of Merger Sub since its formation on October 17, 2011. Mr. He became
vice-chairman of the board of directors and chief operating officer of the
Company on April 29, 2008. From August 2007 to present, Mr. He has served as
vice chairman of the board of directors of the Companys subsidiary, Beijing Xin Ao Concrete Group. From January 2003 to August 2007, Mr. He served as chairman
of the board of directors of Beijing Xinhang Construction Materials Co., Ltd.
Since 2007, Mr. He has served as vice chairman of the Beijing Concrete
Association. Mr. He 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
SPECIAL 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 Buyer Group for the Merger
4
THE SPECIAL MEETINGRecord Date;
Stockholders Entitled to Vote; Quorum
SPECIAL FACTORS RELATING TO THE
MERGERMaterial United States Federal Income Tax Consequences
Annex AMERGER AGREEMENT
(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 Executive Officers in the Merger
SPECIAL FACTORS RELATING TO THE
MERGEREffects on the Company if the Merger is not completed
SPECIAL FACTORS RELATING TO THE
MERGERFinancing
THE SPECIAL MEETINGStock Ownership
and Interests of Certain Persons
THE MERGER AGREEMENTTreatment of
Common Stock
THE MERGER AGREEMENTTreatment of Company Options 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
SPECIAL 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 Executive Officers in the
Merger
5
SPECIAL FACTORS RELATING TO THE
MERGERRelationship Between Us and the Buyer Group
THE MERGER AGREEMENT
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Annex AMERGER AGREEMENT
(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 Executive 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 Executive 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 Executive Officers in the Merger
SPECIAL FACTORS RELATING TO THE
MERGERFinancing
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
6
SPECIAL FACTORS RELATING TO THE
MERGEREffects on the Company if the Merger is not Completed
SPECIAL FACTORS RELATING TO THE
MERGERPlans for the Company
THE MERGER AGREEMENT
Annex AMERGER AGREEMENT
(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
MERGERPlans for the Company
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 Buyer Group for the Merger
SPECIAL FACTORS RELATING TO THE
MERGEREffects on the Company if the Merger is not Completed
SPECIAL FACTORS RELATING TO THE
MERGERPlans for the Company
SPECIAL FACTORS RELATING TO THE
MERGERFinancing
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Executive 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
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 Buyer Group for the Merger
7
SPECIAL FACTORS RELATING TO THE
MERGERPlans for the Company
THE MERGER AGREEMENT
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
MERGERPurposes and Reasons of the Buyer Group for the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurpose of and Reasons of the Buyer Group Regarding the Fairness of 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 Buyer Group 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
MERGEREffects on the Company if the Merger is not Completed
SPECIAL FACTORS RELATING TO THE
MERGERPlans for the Company
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Executive Officers in the Merger
THE MERGER AGREEMENTEffects of the
Merger; Directors and Officers; Certificate of Incorporation; Bylaws
8
THE MERGER AGREEMENTTreatment of
Common Stock
THE MERGER AGREEMENTTreatment of
Company Options and Company Warrants
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 William Blair, 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 Buyer Group 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
SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGRecord Date;
Stockholders Entitled to Vote; Quorum
THE SPECIAL 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 William Blair, Financial Advisor to the Special Committee
Annex BFINANCIAL ADVISOR OPINION
9
(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
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 William Blair, 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
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
10
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
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
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 Executive 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
MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERInterests of the Companys Directors and Executive Officers in 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 Executive Officers in the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPurposes and Reasons of Our Board of Directors and Special Committee for
the Merger
11
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 SPECIAL MEETINGVote
Required
THE SPECIAL MEETINGStock Ownership
and Interests of Certain Persons
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
MERGER
QUESTIONS AND ANSWERS ABOUT THE
SPECIAL 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 Buyer Group Regarding the Fairness of the Merger
THE SPECIAL 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
SPECIAL 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
12
THE SPECIAL MEETINGSolicitation of
Proxies
(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
SPECIAL 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 SPECIAL 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) Preliminary Proxy Statement of China Advanced
Construction Materials Group, Inc., incorporated by reference to the Schedule
14A filed with the Securities and Exchange Commission on October 31, 2011 (the
Preliminary Proxy Statement
).
(a)(2) Form of Proxy Card, incorporated herein by reference to
the Preliminary Proxy Statement.
(a)(3) Notice of Special Meeting of Stockholders of the
Company, incorporated herein by reference to the Proxy Statement.
(a)(4) Form of Proxy Card, incorporated herein by reference to
the Proxy Statement.
(a)(5) Press Release dated October 24, 2011, incorporated
herein by reference to Exhibit 99.1 to the Report on Form 8-K furnished by the
Company to the Securities and Exchange Commission on October 24, 2011.
(c)(1) Opinion of William Blair & Company, dated October
24, 2011, incorporated herein by reference to Annex B of the Proxy Statement.
(c)(2) Discussion Materials prepared by William Blair &
Company for discussion with the special committee of the board of directors of
the Company, dated October 24, 2011.
13
(d)(1) Agreement and Plan of Merger, dated October 24, 2011, by
and among the Company, Parent, Merger Sub, Mr. Xianfu Han (solely for the
purposes of Section 8.3(c) and Section 8.3(e) therein) and Mr. Weili He (solely
for the purposes of Section 8.3(c) and Section 8.3(e) therein) incorporated
herein by reference to Annex A to the Proxy Statement.
(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 Preliminary Proxy Statement.
(g) Not applicable.
14
SIGNATURE
After due inquiry and to the best of knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
By:
/s/ Tao Jin
Tao Jin
Director
Dated: October 31,
2011
NOVEL GAIN HOLDINGS LIMITED
By:
/s/ Xianfu Han
Xianfu Han
Director
Dated:
October 31, 2011
CACMG ACQUISITION, INC.
By:
/s/ Xianfu Han
Xianfu Han
President
Dated:
October 31, 2011
XIANFU HAN
/s/ Xianfu Han
Dated: October 31, 2011
WEILI HE
/s/ Weili He
Dated: October 31, 2011
15
EXHIBIT INDEX
(a)(1) Preliminary Proxy Statement of China Advanced
Construction Materials Group, Inc., incorporated by reference to the Schedule
14A filed with the Securities and Exchange Commission on October 31, 2011 (the
Preliminary Proxy Statement
).
(a)(2) Form of Proxy Card, incorporated herein by reference to
the Proxy Statement.
(a)(3) Notice of Special Meeting of Stockholders of the
Company, incorporated herein by reference to the Proxy Statement.
(a)(4) Press Release dated October 24, 2011, incorporated
herein by reference to Exhibit 99.1 to the Report on Form 8-K furnished by the
Company to the Securities and Exchange Commission on October 24, 2011.
(c)(1) Opinion of William Blair & Company, dated October
24, 2011, incorporated herein by reference to Annex B of the Proxy Statement.
(c)(2) Discussion Materials prepared by William Blair &
Company for discussion with the special committee of the board of directors of
the Company, dated October 24, 2011.
(d)(1) Agreement and Plan of Merger, dated October 24, 2011, by
and among the Company, Parent, Merger Sub, Mr. Xianfu Han (solely for the
purposes of Section 8.3(c) and Section 8.3(e) therein) and Mr. Weili He (solely
for the purposes of Section 8.3(c) and Section 8.3(e) therein) incorporated
herein by reference to Annex A to the Proxy Statement.
(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 Preliminary Proxy Statement.
(g) Not applicable.
16
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