HUIZHOU, China, Sept. 22 /PRNewswire-Asia-FirstCall/ --
This press release is issued for information purposes only and
does not
constitute an offer to sell or the solicitation of an offer to
subscribe for
or buy any security, nor is it a solicitation of any vote or
approval in any
jurisdiction, nor shall there be any sale, issuance or transfer
of the
securities referred to in this press release in any jurisdiction
in
contravention of applicable law.
Neither the United States Securities and Exchange Commission nor
any state
securities commission has approved or disapproved of the
Proposed Offer or
securities to be issued in connection therewith, or passed upon
the adequacy
or accuracy of this press release, or the merits or fairness of
the Proposed
Offer. Any representation to the contrary is a criminal
offense.
Qiao Xing Universal Resources, Inc. (Nasdaq: XING, the "Company"
or "XING"), an emerging Chinese resources company headquartered in
Huizhou, Guangdong Province, today announced that it
intends to make an offer to acquire all outstanding shares of QXMC
that it does not currently own (the "Minority Shares"), by way of a
Scheme of Arrangement (the "Proposed Offer") under British Virgin Islands law, directly to the
holders of QXM's Minority Shares (the "Minority Shareholders"). The
Company intends to file a Schedule 13E-3 with respect to the
Proposed Offer with the U.S. Securities and Exchange Commission and
submit the necessary court filings to the Courts of the
British Virgin Islands with
respect to the Proposed Offer as soon as possible. The Company will
make such materials available to Minority Shareholders as soon as
practicable; however, it expects that the materials may not be
available to the Minority Shareholders for several weeks. The
Company has no intention of changing the terms of the Proposed
Offer.
The Company has proposed to issue 1.9 shares of its common stock
plus US$0.80 in cash per share to the
Minority Shareholders. The Company believes that the Proposed Offer
is fair and reasonable to the Minority Shareholders and in the best
interests of the shareholders of both QXMC and the Company. The
Company described the Proposed Offer in a letter to the Special
Committee of QXMC's Board of Directors (the "Special Committee")
dated September 8, 2010.
The Company had asked the Special Committee to advise it whether
they believe they will be prepared to recommend to the Minority
Shareholders that they accept the Proposed Offer by Friday, September 17, 2010 and subsequently
extended that deadline to Wednesday,
September 22, 2010. The Special Committee has indicated that
it is working carefully and diligently with its advisors to
evaluate the Proposed Offer and will respond as soon as is
practicable, but will not be in a position to respond by
Wednesday, September 22, 2010.
Accordingly, the Company is proceeding with preparing the necessary
documentation to make the Proposed Offer directly to the Minority
Shareholders. The Proposed Offer, if completed, will result in QXMC
becoming a privately held company. The Company currently owns
approximately 61% of the outstanding shares of QXMC.
About Qiao Xing Universal Resources, Inc.
Qiao Xing Universal Resources, Inc. is an emerging Chinese
resources company headquartered in Huizhou, Guangdong
Province, China. The
Company was previously one of the leading players of
telecommunication terminal products in China, but made the strategic decision to
diversify into the resources industry in 2007. In April 2009, the Company acquired the 100% equity
interest in China Luxuriance Jade
Company, Ltd ("CLJC"). CLJC, through its wholly owned Chinese
subsidiaries, owns the rights to receive the expected residual
returns from Chifeng Haozhou Mining Co., Ltd. ("Haozhou Mining"), a
large copper-molybdenum poly-metallic mining company in Inner
Mongolia, China. Since then, the
Company has further refined its strategy to become a pure resources
company and is actively seeking additional acquisition targets in
the resources industry.
Forward Looking Statements
This press release contains forward-looking statements. In some
cases, these forward-looking statements can be identified by words
or phrases such as "aim," "anticipate," "believe," "continue,"
"estimate," "expect," "intend," "is/are likely to," "may," "plan,"
"potential," "will" or other similar expressions. Statements that
are not historical facts, including, without limitation, statements
about Qiao Xing Universal Resources, Inc.'s beliefs and
expectations with respect to the Proposed Offer, including its
intentions to make the Proposed Offer directly to the Minority
Shareholders and not to change the terms of the Proposed Offer and
statements regarding the availability to Minority Shareholders of
materials relating to the Proposed Offer are forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statement. Information regarding these factors is included in our
filings with the Securities and Exchange Commission. Qiao Xing
Universal Resources, Inc. does not undertake any obligation to
update any forward-looking statement. All information provided in
this press release is as of September 22,
2010.
Additional Information and Where to Find It
Qiao Xing Universal Resources, Inc. plans to file a Schedule
13E-3 with the United States Securities and Exchange Commission
(the "SEC") in connection with the Proposed Offer. The Schedule
13E-3 will contain additional information regarding the Proposed
Offer, including, without limitation, information regarding the
special meeting of shareholders of Qiao Xing Mobile Communication
Co., Ltd that will be called to consider the Proposed Offer. The
Schedule 13E-3 will contain important information about Qiao Xing
Universal Resources, Inc., Qiao Xing Mobile Communication Co., Ltd,
the Proposed Offer and related matters. Investors and shareholders
should read the Schedule 13E-3 and the other documents filed with
the SEC in connection with the Proposed Offer carefully before they
make any decision with respect to the Proposed Offer. A copy of the
Scheme of Arrangement with respect to the Proposed Offer will be an
exhibit to the Schedule 13E-3. The Proposed Offer is expected to be
exempt from the registration requirements of the United States
Securities Act of 1933 Act by virtue of the exemption provided by
Section 3(a)(10); however, it is possible that the offer may change
forms such that the exemption provided by Section 3(a)(10) may no
longer be available. In such a case Qiao Xing Universal Resources,
Inc. may file a Form F-4 with respect to the Proposed Offer.
The Schedule 13E-3 and all other documents filed with the SEC in
connection with the Proposed Offer will be available when filed
free of charge at the SEC's web site at www.sec.gov. Additionally,
the Schedule 13E-3 and all other documents filed with the SEC in
connection with the Proposed Offer will be made available to
investors or shareholders free of charge by calling or writing
to:
For more information, please contact:
Qiao Xing Universal Resources
Rick Xiao, Vice President
Phone: +86-752-282-0268
Email: rick@qiaoxing.com
CCG Investor Relations Inc.
Mr. Ed Job, CFA
Phone: +86-1381-699-7314 (Shanghai)
Email: ed.job@ccgir.com
Filing under Rule 425 under
the Securities Act of 1933
Filing by: Qiao Xing Universal Resources, Inc.
Subject Company: Qiao Xing Mobile Communication Co., Ltd
SEC File No. of Qiao Xing Mobile Communication Co., Ltd: 001-33430
SOURCE Qiao Xing Universal Resources, Inc.
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