SHENZHEN, China, Oct. 14, 2019 /PRNewswire/ -- Highpower
International, Inc. (NASDAQ: HPJ) ("Highpower" or the "Company"), a
developer, manufacturer, and marketer of lithium ion and
nickel-metal hydride (Ni-MH) rechargeable batteries, battery
management systems, and a provider of battery recycling, today
announced that it had delivered the proxy statement to its
stockholders or stockholders' brokers on or about October 2, 2019. The voting channel is open and
available through the Special Meeting of Stockholders scheduled for
October 29, 2019 for stockholders of
record to vote upon the Company's pending acquisition by HPJ Parent
Limited ("Parent"), an exempted company with limited liability
incorporated under the laws of the Cayman
Islands and formed by a consortium consisting of Mr. Dang
Yu (George) Pan, the Company's
Chairman and Chief Executive Officer and a stockholder of the
Company, Mr. Wen Liang Li, a
director and stockholder of the Company, Mr. Wen Wei Ma, a stockholder of the Company, and
Essence International Capital Limited, a company incorporated in
Hong Kong, through a merger of the
Company with a wholly-owned subsidiary of Parent (the
"Merger").
All stockholders of record of Highpower common stock as of the
close of business on September 16,
2019 are entitled to vote their shares either in person or
by proxy at the stockholder meeting. If any Highpower stockholder
has not received the proxy statement, it should check the notice in
its own stock account or emails, or contact its broker for the
proxy status, or contact Okapi Partners, LLC, Highpower's proxy
solicitor for help, toll-free at (877) 629-6357 (US) or at
17091046371 (China), email
address: Highpower.Proxy@Okapipartners.com. (English or
Mandarin).
Based upon the unanimous recommendation of a special committee
of the Highpower Board of Directors consisting solely of two
independent and disinterested directors of the Company, the
Highpower Board of Directors determined that the transactions
contemplated by the Agreement and Plan of Merger, dated as of
June 28, 2019 (as it may be amended
from time to time, the "Merger Agreement"), by and among Parent,
HPJ Merger Sub Corp., a Delaware
corporation and a wholly-owned subsidiary of Parent, and the
Company (the "Merger Agreement"), including the Merger, are fair
to, and in the best interests of, the Company and its stockholders,
and recommends that stockholders vote "FOR" the proposal to adopt
the Merger Agreement. Stockholders who do not participate the vote,
will be counted as "AGAINST". It is one of the conditions to the
consummation of the Merger that the holders of at least more than
50% of all outstanding shares of the Company (other than shares
held by Messrs. Dang Yu (George)
Pan, Wen Liang Li or
Wen Wei Ma or Essence International
Financial Holdings (Hong Kong)
Limited or any of their respective affiliates) vote for "FOR" such
proposal (in addition to the required vote of the holders of a
majority of all outstanding shares).
The Highpower Special Meeting of Stockholders is scheduled to
take place on October 29, 2019 at
10:00 a.m. China Standard Time. The
meeting will be held at the Company's principal executive offices
located at Building A1, 68 Xinxia Street, Pinghu, Longgang,
Shenzhen, Guangdong, 518111, People's Republic of China.
About Highpower International, Inc.
Highpower International was founded in 2001 and produces
high-quality Nickel-Metal Hydride (Ni-MH) and lithium-based
rechargeable batteries used in a wide range of applications such as
E-bikes, energy storage systems, power tools, medical equipment,
digital and electronic devices, personal care products, and
lighting, etc. Highpower's target customers are Fortune 500
companies and top 10 companies in each vertical segment. With
advanced manufacturing facilities located in Shenzhen, Huizhou, and Ganzhou of China, Highpower is committed to clean
technology, not only in the products it makes, but also in the
processes of production. The majority of Highpower International's
products are distributed to worldwide markets. Additional
information about the Company can be found at
http://www.highpowertech.com and in documents filed with the U.S.
Securities and Exchange Commission (the "SEC"), which are available
on the SEC's website at http://www.sec.gov.
Cautionary Statement Regarding Forward-Looking
Statements
All statements included in this press release, other than
statements or characterizations of historical fact, are
forward-looking statements. These forward-looking statements are
based on our current expectations, estimates and projections about
our industry, management's beliefs, and certain assumptions made by
us, all of which are subject to change. Forward-looking statements
can often be identified by words such as "anticipates," "expects,"
"intends," "plans," "predicts," "believes," "seeks," "estimates,"
"may," "will," "should," "would," "could," "potential," "continue,"
"ongoing," similar expressions, and variations or negatives of
these words. These forward-looking statements are not guarantees of
future results and are subject to factors, risks, uncertainties and
assumptions that could cause our actual results to differ
materially and adversely from those expressed in any
forward-looking statement, including (but not limited to): (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement, (2) the
inability to consummate the Merger due to the failure to obtain
stockholder approval for the adoption of the Merger Agreement
(including the affirmative vote of at least a majority of all
outstanding Shares unaffiliated with the consortium) or the failure
to satisfy other conditions to completion of the proposed
transaction, (3) risks related to the disruption of management's
attention from the Company's ongoing business operations due to the
proposed transaction and (4) the effect of the announcement of the
proposed transaction on the Company's relationships with its
customers, suppliers and business generally.
The forward-looking statements included in this press release
speak only as of the date hereof. Additional discussions of factors
affecting the Company's business and prospects are reflected under
the caption "Risk Factors" and in other sections of the Company's
Annual Report on Form 10-K for the Company's fiscal year ended
December 31, 2018, and other filings
made with the SEC. The Company expressly disclaims any intent or
obligation to update any forward-looking statements, whether
written or oral, that may be made from time to time by or on behalf
of the Company or its subsidiaries, whether as a result of new
information, changed circumstances or future events, or for any
other reason.
Additional Information about the Proposed Transaction
In connection with the proposed transaction, on September 30, 2019 the Company filed with the SEC
and has furnished (and upon request will furnish) to the Company's
stockholders a definitive proxy statement and other relevant
documents. INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY
AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED
WITH OR FURNISHED TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS. The Company's
stockholders also can obtain these documents, as well as other
filings containing information about the Company, the Merger and
related matters, without charge, from the SEC's website
(http://www.sec.gov). In addition, stockholders can obtain these
documents, without charge, by contacting the Company or Okapi
Partners, LLC at the following address and/or telephone number:
Highpower
International, Inc.
Building A1, 68
Xinxia Street
Pinghu Town, Longgang
District
Shenzhen, Guangdong,
518111
People's Republic of
China
Attention: Investor
Relations Manager
Telephone: +86 755
8968 7255 (China)/ +1-909-214-2482 (US)
|
Okapi Partners,
LLC
1212 Avenue of the
Americas, 24th Floor
New York, New York
10036
+ 1 (212) 297-0720
(US Main)
+ 1 (877) 629-6357
(US Toll-Free)
+86 17091046371
(China)
Email:
Highpower.Proxy@okapipartners.com
|
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from the
Company's stockholders with respect to the Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the proxy statement and
other relevant documents filed with the SEC. Additional information
regarding the interests of such potential participants is included
in the proxy statement and the other relevant documents filed with
the SEC.
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SOURCE Highpower International, Inc.