FSIN Fushi Copperweld, Inc. (MM)

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13E-3
(Amendment No. 4)

 

(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3
THEREUNDER

 

Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934

 

Fushi Copperweld, Inc.

(Name of the Issuer)

 

Fushi Copperweld, Inc.
Green Dynasty Holdings Limited
Green Dynasty Limited
Green Dynasty Acquisition, Inc.
Li Fu
Wise Sun Investments Limited
Xin Liu
Yuyan Zhang
Abax Lotus Ltd.
Abax Global Opportunities Fund
Abax Upland Fund LLC
Abax Arhat Fund
Abax Claremont Ltd.
AGC Asia 6 Ltd.
AGC China Ltd.
Abax Global Capital
Abax Global Capital (Hong Kong) Limited
Xiang Dong Yang

(Names of Persons Filing Statement)

 

Common Stock, $0.006 par value per share
(Title of Class of Securities)

 

36113E107
(CUSIP Number of Class of Securities)

 

Fushi Copperweld, Inc. TYG Center Tower B, Suite 2601 Dongsanhuan Bei Lu Bing 2 Beijing, PRC 100027 Attention: Li Fu (615) 377-4183

Li Fu Wise Sun Investments Limited Xin Liu Yuyan Zhang c/o Fushi Copperweld, Inc. TYG Center Tower B, Suite 2601 Dongsanhuan Bei Lu Bing 2 Beijing, PRC 100027 Attention: Li Fu +86 10-8441-7742

Abax Lotus Ltd. Abax Global Opportunities Fund Abax Upland Fund LLC Abax Arhat Fund Abax Claremont Ltd. AGC Asia 6 Ltd. AGC China Ltd. Abax Global Capital Abax Global Capital (Hong Kong) Limited Xiang Dong Yang Two International Finance Centre Suite 6708, 8 Finance Street, Central Hong Kong +852 3602 1800

(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

 

 

Copies to:

 

Mitchell S. Nussbaum, Esq. David C. Fischer, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000	Michael V. Gisser, Esq. Peter X. Huang, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 30th Floor, China World Office 2 1 Jianguomenwai Avenue Beijing, PRC 100004 +86 10-6535-5599
Eduardo Gallardo, Esq. Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 (212) 351-4000	Akiko Mikumo, Esq. Weil, Gotshal & Manges LLP 29/F, Alexandra House 18 Chater Road, Central Hong Kong +852 3476 9088

 

This statement is filed in connection with (check the appropriate box):

 

a. þ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

 

b. £ The filing of a registration statement under the Securities Act of 1933.

 

c. £ A tender offer.

 

d. £ 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**
$366,344,204		$41,983.05

 

*

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 was determined based upon the sum of (A) 27,135,641 shares of Common Stock multiplied by $9.50 per share, (B) options to purchase 448,345 shares of Common Stock with an exercise price of less than $9.50 multiplied by $1.77 (which is the difference between $9.50 and the weighted average exercise price of such options of $7.73 per share), (C) 72,667 nonvested shares of Common Stock which will vest at the effective time of the merger multiplied by $9.50 per share and (D) 11,270,706 shares of Common Stock multiplied by $9.50 per share, representing shares of Common Stock to be contributed to the acquiring entity in the transactions described on this schedule.

 

**

The amount of the filing fee is calculated in accordance with Rule 0-11(b)(1) under the Exchange Act and Fee Rate Advisory #3 for fiscal year 2012, was calculated by multiplying the Transaction Valuation by 0.00011460

 

þ

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) under the Act 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: $41,970
Form or Registration No.: Schedule 14A
Filing Party: Fushi Copperweld, Inc.
Date Filed: August 13, 2012

 

Amount Previously Paid: $13.05
Form or Registration No.: Schedule 14A
Filing Party: Fushi Copperweld, Inc.
Date Filed: October 9, 2012

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

TABLE OF CONTENTS

 

Item 15.	Additional Information.	2
Item 16.	Exhibits.	2

 

 

Introduction

 

This Amendment No. 4 to the Rule 13E-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed with the Securities and Exchange Commission (the “SEC”) jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Fushi Copperweld, Inc., a Nevada corporation (the “Company”), the issuer of the common stock, par value $0.006 per share (the “Common Stock”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Green Dynasty Holdings Limited, a Cayman Islands exempted company (“Holdco”); (c) Green Dynasty Limited, a Cayman Islands exempted company wholly owned by Holdco (“Parent”); (d) Green Dynasty Acquisition, Inc., a Nevada corporation wholly owned by Parent (“Merger Sub”); (e) Li Fu; (f) Wise Sun Investments Limited (“Wise Sun”); (g) Xin Liu; (h) Yuyan Zhang; (i) Abax Lotus Ltd. (“Abax Lotus”); (j) Abax Global Opportunities Fund (“Global Fund”); (k) Abax Upland Fund LLC (“Upland”); (l) Abax Arhat Fund (“Arhat”); (m) Abax Claremont Ltd. (“Upland Managing Member”); (n) AGC Asia 6 Ltd. (“AGC Asia 6”); (o) AGC China Ltd. (“AGC China”); (p) Abax Global Capital (“AGC”); (q) Abax Global Capital (Hong Kong) Limited (“Abax HK”); and (r) Xiang Dong Yang (together with Abax Lotus, Global Fund, Upland, Arhat, Upland Managing Member, AGC Asia 6, AGC China, AGC and Abax HK, the “Abax Parties”).

 

On June 28, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Holdco, Parent, and Merger Sub, providing, upon the terms and subject to the conditions thereof, for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent. Prior to the effective time of the merger, each of Li Fu, Yuyan Zhang, Xin Liu, Wise Sun and Abax Lotus (collectively, the “Buyer Group”) will contribute the shares of Common Stock beneficially owned by them (the “Buyer Group Shares”) to Parent in exchange for newly-issued ordinary shares of Holdco pursuant to a contribution agreement, dated June 28, 2012, among Holdco, Parent and each member of the Buyer Group (the “Rollver Transaction”). At the effective time of the merger, Parent and Merger Sub will be beneficially owned by the Buyer Group.

 

If the merger is completed, the Company will continue its operations as a privately-held company and will be beneficially owned by the Buyer Group, and the Company’s shares will no longer be listed on the NASDAQ Global Select Market.

 

At the effective time of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time will no longer be outstanding and will be cancelled and cease to exist and will be converted automatically into the right to receive the merger consideration of $9.50 in cash, other than shares which are held in the treasury of the Company or owned, directly or indirectly, by Parent, Holdco, Merger Sub, or any wholly-owned subsidiary of the Company. Any shares held in the treasury of the Company or owned, directly or indirectly, by Parent, Holdco, Merger Sub, or any wholly-owned subsidiaries of the Company immediately prior to the effective time will be automatically cancelled and will cease to exist, but no consideration will be delivered in exchange for these shares. No merger consideration will be paid for shares owned by members of the Buyer Group that are contributed to Parent as part of the Rollover Transaction. Each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time of the merger will be converted into and become one validly issued, fully paid, and nonassessable share of common stock of the surviving corporation.

 

Immediately prior to the effective time of the merger, each then-outstanding option to purchase shares of Company common stock granted under any equity plan of the Company, whether or not vested or exercisable, will become fully vested and exercisable (contingent upon the occurrence of the merger) and will be converted into the right to receive, and the Company will pay to each such individual holder, at or promptly after the effective time of the merger, an amount in cash equal to the product of (i) the excess, if any, of the merger consideration of $9.50 per share over the applicable exercise price per share of such stock option and (ii) the number of shares of Company common stock such holder could have purchased had such holder exercised such stock option in full immediately prior to the effective time of the merger.

 

Immediately prior to the effective time of the merger, each then-outstanding restricted share granted under any equity plan of the Company, will vest in full, contingent upon the occurrence of the merger (and all restrictions thereon will immediately lapse), and be converted into the right to receive at the effective time an amount in cash equal to $9.50.

 

 

On October 19, 2012, the Company filed a definitive proxy statement (the “Definitive Proxy Statement”) under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which the Company’s Board of Directors is soliciting proxies from stockholders of the Company in connection with the merger. The information set forth in the Definitive Proxy Statement, including all annexes thereto, is hereby incorporated herein by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Definitive Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Definitive Proxy Statement.

 

All information contained in this Schedule 13E-3 concerning any of the Filing Persons has been provided by such Filing Person, and no Filing Person, including the Company, has produced any disclosure with respect to any other Filing Person.

  

Item 15. Additional Information.

 

Item 15(c) is hereby supplemented as follows:

 

On November 28, 2012, the Company filed a Current Report on Form 8-K regarding certain litigation relating to the Merger Agreement (the “Form 8-K”). A copy of the Form 8-K is filed as Exhibit (a)(4) hereto.

 

Item 16. Exhibits.

 

(a)(1)		Notice of Special Meeting of Stockholders of the Company, incorporated by reference to the Definitive Proxy Statement.
(a)(2)		Definitive Proxy Statement of Fushi Copperweld, Inc. filed with the Securities and Exchange Commission on October 19, 2012.
(a)(3)		Form of Proxy Card included with the Definitive Proxy Statement incorporated by reference to the Definitive Proxy Statement.
(a)(4)		Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on November 28, 2012.
(b)(1)		Facility Agreement, dated as of June 27, 2012, by and between the Parent and China Development Bank Corporation Hong Kong Branch, incorporated herein by reference to Exhibit 7.03 to the Schedule 13D/A filed jointly by Li Fu, Wise Sun Investments Limited, Xin Lu, Yuyan Zhang, Abax Lotus Ltd., Abax Global Opportunities Fund, Abax Upland Fund LLC, Abax Arhat Fund, Abax Claremont Ltd., AGC Asia 6 Ltd., AGC China Ltd., Abax Global Capital, Abax Global Capital (Hong Kong) Limited, and Xiang Dong Yang on June 29, 2012.
(c)(1)		Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee of the Board of Directors of the Company, dated June 26, 2012, incorporated herein by reference to Annex G of the Definitive Proxy Statement.
(c)(2)		Presentation Materials of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee of the Board of Directors of the Company, dated June 26, 2012.†
(d)(1)		Agreement and Plan of Merger, dated as of June 28, 2012, by and among the Company, Green Dynasty Holdings Limited, Green Dynasty Limited and Green Dynasty Acquisition, Inc., incorporated herein by reference to Annex A of the Definitive Proxy Statement
(d)(2)		Limited Guarantee, dated as of June 28, 2012, by Mr. Li Fu, Abax Lotus Ltd. and AGC Asia Ltd. in favor of the Company, incorporated herein by reference to Annex B of the Definitive Proxy Statement.

 

 

(d)(3)		Voting Agreement, dated as of June 28, 2012, by and among the Company, Green Dynasty Limited and certain stockholders of the Company, incorporated herein by reference to Annex C of the Definitive Proxy Statement.
(d)(4)		Contribution Agreement, dated as of June 28, 2012, by and between the Company, Green Dynasty Holdings Limited, Green Dynasty Limited and the stockholders of the Company listed on Schedule A thereto, incorporated herein by reference to Annex D of the Definitive Proxy Statement.
(f)		None.
(g)		None.

 

________________
† Previously filed

 

 

SIGNATURES

 

After due inquiry and to the best knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated as of November 29, 2012

 

	Fushi Copperweld, Inc.
	By:	/s/ Li Fu
		Name: Li Fu
		Title: Co-Chief Executive Officer and Chairman of the Board
	Green Dynasty Limited
	By:	/s/ Li Fu
		Name: Li Fu
		Title: Director
	Green Dynasty Acquisition, Inc.
	By:	/s/ Li Fu
		Name: Li Fu
		Title: Director
	Green Dynasty Holdings Limited
	By:	/s/ Li Fu
		Name: Li Fu
		Title: Director
	Li Fu
	By:	/s/ Li Fu
		Name: Li Fu

 

	Wise Sun Investments Limited
	By:	/s/ Li Fu
		Name: Li Fu
		Title:  Director

 

	Xin Liu
	By:	/s/ Xin Liu
		Name: Xin Liu
	Yuyan Zhang
	By:	/s/ Yuyan Zhang
		Name: Yuyan Zhang

 

 

	Abax Lotus Ltd.
	By:	/s/ Xiang Dong Yang
		Name: Xiang Dong Yang
		Title: Director

 

	Abax Global Opportunities Fund
	By:	/s/ Xiang Dong Yang
		Name: Xiang Dong Yang
		Title: Director

 

	Abax Upland Fund LLC By: Abax Claremont Ltd., in its capacity as Managing Member
	By:	/s/ Xiang Dong Yang
		Name: Xiang Dong Yang
		Title: Director

 

	Abax Arhat Fund
	By:	/s/ Xiang Dong Yang
		Name: Xiang Dong Yang
		Title: Director

 

	Abax Claremont Ltd.
	By:	/s/ Xiang Dong Yang
		Name: Xiang Dong Yang
		Title: Director

 

	AGC Asia 6 Ltd.
	By:	/s/ Xiang Dong Yang
		Name: Xiang Dong Yang
		Title: Director

 

	AGC China Ltd.
	By:	/s/ Xiang Dong Yang
		Name: Xiang Dong Yang
		Title: Director

 

	Abax Global Capital
	By:	/s/ Xiang Dong Yang
		Name: Xiang Dong Yang
		Title: Authorized Signatory

 

 

	Abax Global Capital (Hong Kong) Limited
	By:	/s/ Xiang Dong Yang
		Name: Xiang Dong Yang
		Title: Authorized Signatory

 

	Xiang Dong Yang
	By:	/s/ Xiang Dong Yang
		Name:Xiang Dong Yang

 

 

EXHIBIT INDEX

 

(a)(1)		Notice of Special Meeting of Stockholders of the Company, incorporated by reference to the Definitive Proxy Statement.
(a)(2)		Definitive Proxy Statement of Fushi Copperweld, Inc. filed with the Securities and Exchange Commission on October 19, 2012.
(a)(3)		Form of Proxy Card included with the Definitive Proxy Statement incorporated by reference to the Definitive Proxy Statement.
(a)(4)		Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on November 28, 2012.
(b)(1)		Facility Agreement, dated as of June 27, 2012, by and between the Parent and China Development Bank Corporation Hong Kong Branch, incorporated herein by reference to Exhibit 7.03 to the Schedule 13D/A filed jointly by Li Fu, Wise Sun Investments Limited, Xin Lu, Yuyan Zhang, Abax Lotus Ltd., Abax Global Opportunities Fund, Abax Upland Fund LLC, Abax Arhat Fund, Abax Claremont Ltd., AGC Asia 6 Ltd., AGC China Ltd., Abax Global Capital, Abax Global Capital (Hong Kong) Limited, and Xiang Dong Yang on June 29, 2012.
(c)(1)		Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee of the Board of Directors of the Company, dated June 26, 2012, incorporated herein by reference to Annex G of the Definitive Proxy Statement.
(c)(2)		Presentation Materials of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee of the Board of Directors of the Company, dated June 26, 2012.†
(d)(1)		Agreement and Plan of Merger, dated as of June 28, 2012, by and among the Company, Green Dynasty Holdings Limited, Green Dynasty Limited and Green Dynasty Acquisition, Inc., incorporated herein by reference to Annex A of the Definitive Proxy Statement
(d)(2)		Limited Guarantee, dated as of June 28, 2012, by Mr. Li Fu, Abax Lotus Ltd. and AGC Asia Ltd. in favor of the Company, incorporated herein by reference to Annex B of the Definitive Proxy Statement.
(d)(3)		Voting Agreement, dated as of June 28, 2012, by and among the Company, Green Dynasty Limited and certain stockholders of the Company, incorporated herein by reference to Annex C of the Definitive Proxy Statement.
(d)(4)		Contribution Agreement, dated as of June 28, 2012, by and between the Company, Green Dynasty Holdings Limited, Green Dynasty Limited and the stockholders of the Company listed on Schedule A thereto, incorporated herein by reference to Annex D of the Definitive Proxy Statement.
(f)		None.
(g)		None.

 

____________________
† Previously filed