Current Report Filing (8-k)
August 03 2017 - 6:10AM
Edgar (US Regulatory)
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):
August 2, 2017
China
Automotive Systems, Inc.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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000-33123
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33-0885775
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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No. 1 Henglong Road, Yu Qiao Development
Zone
Shashi District, Jing Zhou City
Hubei Province
The People’s Republic of China
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code
(86) 27-8757 0027
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:
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2). Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
☐
On August 2, 2017, China Automotive Systems,
Inc. (the “Company”) issued a press release announcing the appointment by the special committee (the “Special
Committee”) of the Company’s board of directors (the “Board”) of Houlihan Lokey Capital, Inc. as its financial
advisor and Kirkland & Ellis as its U.S. legal counsel in connection with its review and evaluation of the previously announced
preliminary non-binding proposal letter that the Board received on May 14, 2017 from Mr. Hanlin Chen, the Chairman of the Board
of the Company, relating to a possible “going private” transaction, as well as in connection with its review and evaluation
of any other sale, merger, business combination or other corporate transaction, with Mr. Chen or any other party, and any other
strategic alternatives.
As previously announced,
Mr.
Chen has submitted a preliminary non-binding proposal to the Board
to acquire all of the outstanding
shares of common stock of the Company not already beneficially owned by Mr. Chen for US$5.45 per share of common stock in cash.
Mr. Chen and his affiliates currently beneficially own approximately 56.4% of the issued and outstanding shares of common stock
of the Company on a fully diluted and as-converted basis. The proposal is expressly conditioned on approval by a special committee
of the Board comprised of independent directors and is subject to a non-waivable condition requiring approval by a majority vote
of the Company’s unaffiliated stockholders. The Special Committee, consisting of Mr. Arthur Wong, Mr. Robert Tung and Mr.
Guangxun Xu, is empowered to, and will be responsible for, among other things, investigating, evaluating, negotiating and making
a recommendation to the Board with respect to the proposal. The Special Committee is also empowered to retain its own independent
advisors to assist in the evaluation of the proposal and any alternative proposals.
The press release is attached as Exhibit
99.1 to this Current Report on Form 8-K.
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Item
9.01
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Financial
Statements and Exhibits
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Exhibit No
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Description
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99.1
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Press Release of China Automotive Systems, Inc. dated August 2, 2017.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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China Automotive Systems, Inc.
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(Registrant)
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Date: August 3, 2017
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By:
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/s/ Hanlin Chen
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Hanlin Chen
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Chairman
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China Automotive Systems (NASDAQ:CAAS)
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