HARBIN, China, Sept. 29, 2011 /PRNewswire-Asia-FirstCall/ --
Harbin Electric, Inc. (NASDAQ: HRBN), a leading developer and
manufacturer of a wide array of electric motors in the People's Republic of China, announced
today that it has filed definitive proxy materials with the
Securities and Exchange Commission in connection with the Company's
merger agreement with Tech Full Electric Company Limited ("Tech
Full Electric"). The mailing of such proxy materials to
shareholders is expected to begin immediately.
A special meeting of Harbin Electric shareholders (the "Special
Meeting") to consider and vote upon, among other things, the
proposal to adopt the merger agreement and approve the merger
between Harbin Electric and Tech Full Electric will be held on
Saturday, October 29, 2011 at
9:00 a.m. Eastern Time at the offices
of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154. Harbin Electric
shareholders of record as of the close of business on September 13, 2011 will be entitled to vote at
the Special Meeting.
Harbin Electric and Tech Full Electric previously entered into a
definitive merger agreement under which Tech Full Electric would
acquire Harbin Electric for $24.00
per share in cash.
The closing of the transaction is subject to the satisfaction or
waiver of certain terms and conditions customary for transactions
of this type, including Harbin Electric obtaining the requisite
shareholder approval at the Special Meeting. The closing of the
transaction is currently expected to occur shortly after the
receipt of shareholder approval at the Special Meeting.
Harbin Electric's Board of Directors, on the unanimous
recommendation of an independent Special Committee, comprised
solely of Harbin's independent and
disinterested directors, unanimously recommends that shareholders
vote FOR the approval of the merger agreement -- by
telephone, by Internet or by signing, dating and returning the
Company's proxy card. A failure to vote will have the same effect
as a vote AGAINST the proposal to adopt the merger agreement.
Harbin Electric shareholders are encouraged to read the
definitive proxy materials in their entirety as they provide, among
other things, important information regarding the merger and the
reasons behind the Independent Special Committee's unanimous
recommendation that shareholders vote FOR the adoption of
the merger agreement.
The Company has retained MacKenzie Partners, Inc. as proxy
solicitor to assist it in connection with its upcoming Special
Meeting. Shareholders who have questions about the merger, who need
additional copies of the Company's proxy materials, or need
assistance in voting their shares are encouraged to contact
MacKenzie Partners by email at harbinproxy@mackenziepartners.com or
by phone at 800-322-2885 or at 212-929-5500.
If the merger is completed, the Company will become a
privately-held company and its common stock will no longer be
listed on the NASDAQ Global Select Market.
Additional Information
This press release may be deemed to be solicitation material in
respect of the proposals described in the Company's definitive
proxy statement on Schedule 14A, filed by the Company on
September 29, 2011. In connection
with the proposed merger, the Company has filed with, or furnished
to the Securities and Exchange Commission (the "SEC"), all relevant
materials, including a definitive proxy statement on Schedule 14A,
and will mail the definitive proxy statement on Schedule 14A to its
shareholders. In addition, on September 29,
2011, certain participants in the proposed transaction filed
with the SEC Amendment No. 4 to a Schedule 13E-3 transaction
statement and will mail to the Company's shareholders Amendment No.
4 to the Schedule 13E-3 transaction statement. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER, THE PERSONS
SOLICITING PROXIES IN CONNECTION WITH THE PROPOSED MERGER ON BEHALF
OF THE COMPANY, AND THE INTERESTS OF THOSE PERSONS IN THE PROPOSED
MERGER AND RELATED MATTERS. This press release is not a
substitute for any proxy statement or other filings that may be
made with the SEC should the proposed merger go forward.
Shareholders are able to obtain copies of the Company's definitive
proxy statement and Amendment No. 4 to the Schedule 13E-3
transaction statement by contacting MacKenzie Partners, Inc. by
email at harbinproxy@mackenziepartners.com or by calling
+1-212-929-5500 or Toll-Free at +1-800-322-2885. In addition
to receiving the Company's definitive proxy statement and Amendment
No. 4 to the Schedule 13E-3 transaction statement by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
proposed merger, and related matters, without charge, from the
SEC's website (http://www.sec.gov) or at the SEC's public reference
room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
Harbin Electric, Inc.
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No. 9 Ha Ping Xi Lu, Ha Ping Lu
Ji Zhong Qu
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Harbin Kai Fa Qu, Harbin, China
150060
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Phone Number:
86-451-86116757
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Certain of the Company's officers and employees may be deemed
participants in the solicitation of proxies in respect of the
proposals. Information about the Company's executive officers and
directors can be found in its Annual Report on Form 10-K for the
year ended December 31, 2010, filed
with the SEC on March 16, 2011.
Additional information regarding the interests of such potential
participants is included in the definitive proxy statement.
Safe Harbor Statement
The actual results of Harbin Electric, Inc. could differ
materially from those described in this press release.
Detailed information regarding factors that may cause actual
results to differ materially from the results expressed or implied
by statements in this press release may be found in the Company's
periodic filings with the SEC, including the factors described in
the section entitled "Risk Factors" in its annual report on Form
10-K/A, for the year ended December 31,
2010, filed with the SEC on September
29, 2011. The Company does not undertake any obligation to
update forward-looking statements contained in this press release.
This press release contains forward-looking information about the
Company that is intended to be covered by the safe harbor for
forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
statements that are not historical facts. These statements
can be identified by the use of forward-looking terminology such as
"believe," "expect," "may," "will," "should," "project," "plan,"
"seek," "intend," or "anticipate" or the negatives thereof, or
comparable terminology, and include discussions of strategy, and
statements about industry trends and the Company's future
performance, operations and products.
A number of the matters discussed herein that are not historical
or current facts deal with potential future circumstances and
developments, in particular, whether and when the transactions
contemplated by the Merger Agreement will be consummated. The
discussion of such matters is qualified by the inherent risks and
uncertainties surrounding future expectations generally and also
may materially differ from actual future experience involving any
one or more of such matters. Such risks and uncertainties include:
any conditions imposed on the parties in connection with
consummation of the transactions described herein; adoption of the
Merger Agreement by the Company's shareholders; satisfaction of
various other conditions to the closing of the transactions
described herein; and the risks that are described from time to
time in the Company's reports filed with the SEC.
About Harbin Electric, Inc.
Harbin Electric, headquartered in Harbin, China, is a leading developer and
manufacturer of a wide array of electric motors with a focus on
innovative, customized, and value-added products. Its major product
lines include industrial rotary motors, linear motors, and
specialty micro-motors. The Company's products are purchased by a
broad range of domestic and international customers, including
those involved in the energy industry, factory automation, food
processing, packaging, transportation, automobile, medical devices,
machinery and tool manufacturing, chemical, petrochemical, as well
as in the metallurgical and mining industries. The Company operates
four manufacturing facilities in China located in Xi'an, Weihai, Harbin, and Shanghai.
Harbin Electric has built a strong research and development
capability by recruiting talent worldwide and through collaboration
with top scientific institutions. The Company owns numerous patents
in China and has developed
award-winning products for its customers. Relying on its own
proprietary technology, the Company developed an energy efficient
linear motor driven oil pump, the first of its kind in the world,
for the largest oil field in China. Its self-developed linear motor
propulsion system is powering China's first domestically-made
linear-motor-driven metro train. As China continues to grow its industrial base,
Harbin Electric aspires to be a leader in the industrialization and
technology transformation of the Chinese manufacturing sector. To
learn more about Harbin Electric, visit www.harbinelectric.com.
For media inquiries, please
contact:
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Matt Sherman / Matt
Cuneo / Nicole Greenbaum
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Joele Frank, Wilkinson Brimmer
Katcher
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Tel:
+1-212-355-4449
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For investor inquiries, please
contact:
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Paul Schulman / Amy
Bilbija
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MacKenzie Partners,
Inc.
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Tel: +1-212-929-5364 (Mr.
Schulman)
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Tel: +1-650-798-5206 (Ms.
Bilbija)
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Christy Shue
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Harbin Electric, Inc.
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Executive VP, Finance &
Investor Relations
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Tel:
+1-631-312-8612
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Email: IR@HarbinElectric.com
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Linda Bergkamp
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Christensen Investor
Relations
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Tel:
+1-480-614-3004
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Email:
LBergkamp@ChristensenIR.com
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SOURCE Harbin Electric, Inc.