China Fire & Security Group, Inc. Announces Closing of Merger
05 November 2011 - 1:01AM
China Fire & Security Group, Inc. (the "Company")
(Nasdaq:CFSG), a leading total solution provider of industrial fire
protection systems in China, announced today the completion of the
merger (the "Merger") contemplated by the previously announced
Agreement and Plan of Merger, dated May 20, 2011 (the "Merger
Agreement"), by and among the Company, Amber Parent Limited, an
exempted company incorporated in the Cayman Islands (the "Parent"),
an affiliate of funds managed by Bain Capital Partners, LLC (the
"Bain Capital"), and Amber Mergerco, Inc., a Florida corporation
and a wholly-owned subsidiary of Parent (the "Merger Sub"). As a
result of the Merger, the Company became a wholly-owned subsidiary
of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at the special meeting held on September
22, 2011, each share of the Company's common stock issued and
outstanding immediately prior to the effective time of the Merger
was converted automatically into the right to receive $9.00 in cash
without interest and less any applicable withholding taxes, except
for shares beneficially owned by the Company, any subsidiary of the
Company, Parent or Merger Sub, including shares contributed to
Parent or Merger Sub by certain special purpose companies (the
"Rollover Investors") related to Mr. Weigang Li, the Chairman of
the Board of the Company, Mr. Brian Lin, the Chief Executive
Officer of the Company, and Mr. Weishe Zhang, the Vice President of
Strategic Planning of the Company, which were cancelled without
receiving any consideration. Under the terms of the Rollover
Agreement, by and among the Parent, the Merger Sub and the Rollover
Investors, entered into concurrently with the execution of the
Merger Agreement, the shares contributed to the Parent were
exchanged immediately prior to the Merger for a certain equity
interest in the Parent and the shares contributed to Merger Sub
were exchanged for a per share amount equal to $9.00 per share,
which will be paid after the Company's shareholders generally
receive their merger consideration. No shareholders have exercised
appraisal rights. In addition, each outstanding stock option was
canceled in exchange for a cash payment equal to the excess, if
any, of $9.00 over the exercise price per share of such stock
option less any required withholding taxes. Payment to holders of
vested outstanding stock options was made as of the effective time
of the Merger. Payment to holders of unvested outstanding
stock options will be made on the dates such unvested stock options
would have vested (subject to the same conditions on vesting as
applied to the unvested stock options immediately prior to the
completion of the Merger if such unvested stock options had not
been cancelled as of the effective time of the Merger) without any
crediting of interest for the period from the completion of the
Merger until the date of such payment. Each outstanding share of
restricted stock was converted into the right to receive, on the
date such share of restricted stock would have vested (subject to
the same conditions on vesting as applied to each share of
restricted stock immediately prior to the completion of the Merger
if such share of restricted stock had not been converted as of the
effective time of the Merger), an amount in cash equal to $9.00
less any required withholding taxes and without any crediting of
interest for the period from the effective time of the Merger until
vesting.
Shareholders of record will receive a letter of transmittal and
instructions on how to surrender their share certificates in
exchange for the merger consideration. Shareholders should wait to
receive the letter of transmittal before surrendering their share
certificates.
The Company also announced today that it requested that trading
of its common stock on The NASDAQ Capital Market (the "NASDAQ") be
suspended. The Company requested the NASDAQ 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 U.S.
Securities and Exchange Commission (the "SEC"). The Company's
obligations to file with the SEC certain reports and forms,
including Form 10-K, Form 10-Q and Form 8-K, will be suspended
immediately as of the filing date of the Form 15 and will cease as
of the effective date of the Form 15.
About China Fire & Security Group, Inc.
China Fire & Security Group, Inc. is a leading total
solution provider of industrial fire protection systems in China.
Leveraging on its proprietary technologies, the Company is engaged
primarily in the design, manufacturing, sales and maintenance
services of a broad product portfolio including detectors,
controllers, and fire extinguishers. The Company owns a
comprehensive portfolio of patents covering fire detection, system
control and fire extinguishing technologies, and via its nationwide
direct sales force, has built a solid client base including major
companies in iron and steel, power, petrochemical and
transportation industries throughout China. For more information
about the Company, please go to
http://www.chinafiresecurity.com.
Safe Harbor Statement
This press release may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Such statements include 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 additional 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, 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.
CONTACT: China Fire & Security Group, Inc.
Bin Gu, Investor Relations
Tel: +86-10-8441-7400
Email: ir@chinafiresecurity.com
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