Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 7)
(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
CHINA FIRE & SECURITY GROUP, INC.
(Name of the Issuer)
China Fire & Security Group, Inc.
Amber Parent Limited
Amber Mergerco, Inc.
Li Brothers Holdings Inc.
Jin Zhan Limited
Vyle Investment Inc.
Small Special Technology Inc.
Weigang Li
Brian Lin
Weishe Zhang
(Names of Person(s) Filing Statement)
Bain Capital Asia Integral Investors, L.P.
Bain Capital Investors, LLC
Bain Capital Asia Fund, L.P.
Bain Capital Fund X, L.P.
Bain Capital Partners Asia, L.P.
Bain Capital Partners X, L.P.
(Names of Filing Person(s)(Other Person(s)))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
90915 R 105
(CUSIP Number of Class of Securities)
Brian Lin
c/o China Fire & Security Group, Inc.
South Banbidian Industrial Park
Liqiao Township, Shunyi District
Beijing, 101304
Peoples Republic of China
Telephone: +86 10 8441 7400
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Sean Doherty
Amber Parent Limited
Amber Mergerco, Inc.
Bain Capital Asia Integral Investors, L.P.
Bain Capital Investors, LLC
Bain Capital Asia Fund, L.P.
Bain Capital Fund X, L.P.
Bain Capital Partners Asia, L.P.
Bain Capital Partners X, L.P.
c/o Bain Capital Partners, LLC
111 Huntington Avenue
Boston, Massachusetts 02199
Telephone: +1 617 516 2000
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Weigang Li
c/o Li Brothers Holdings Inc.
P.O. Box 3321
Drake Chambers
Road Town, Tortola
British Virgin Islands
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Weigang Li
c/o Jin Zhan Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands
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Brian Lin
c/o Vyle Investment Inc.
Pasea Estate
Road Town, Tortola
British Virgin Islands
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Weishe Zhang
c/o Small Special Technology Inc.
Morgan & Morgan Building
Pasea Estate
Road Town, Tortola
British Virgin Islands
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Weigang Li
Brian Lin
Weishe Zhang
South Banbidian Industrial Park
Liqiao Township, Shunyi District
Beijing, 101304
Peoples Republic of China
Telephone: +86 10 8441 7400
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
With copies to:
Ling Huang, Esq.
Shearman & Sterling LLP
12th Floor East Tower, Twin Towers
B-12 Jianguomenwai Dajie
Beijing 100022, Peoples Republic of China
Telephone: +86 10 5922 8000
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Alan D. Axelrod
Bilzin Sumberg Baena Price & Axelrod LLP
Suite 2300
1450 Brickell Avenue
Miami, Florida
U.S.A.
Telephone: +1 305 374 7580
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Steven Liu, Esq.
DLA Piper UK, LLP
20th Floor, South Tower,
Beijing Kerry Center
1 Guanghua Road
Chaoyang District,
Beijing 100020
Peoples Republic of China
Telephone: +86 10 6561 1788
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David Patrick Eich, Esq.
Jesse Sheley, Esq.
Kirkland & Ellis International LLP
26th Floor, Gloucester Tower
The Landmark
15 Queens Road, Central
Hong Kong
Telephone: +852 3761 3300
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This statement is filed in connection with (check the appropriate box):
x
a. 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.
o
b. The filing of a registration statement under the Securities Act of 1933.
o
c. A tender offer.
o
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:
o
Check the following box if the filing is a final amendment reporting the results of the transaction:
x
Calculation of Filing Fee
Transaction Valuation*
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Amount Of Filing Fee**
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$265,584,025
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$30,834.31
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*Estimated for purposes of calculating the amount of filing fee only. The proposed maximum aggregate transaction value for purposes of calculating the filing fee is $265,584,025. The maximum aggregate transaction value was calculated based upon the sum of (A) (1) 28,640,321 shares of common stock (including shares of restricted stock) issued and outstanding and owned by persons other than the Company, Parent and Merger Sub on June 8, 2011, multiplied (2) by $9.00 per share (the
per share merger consideration
) and (B) (1) 1,731,220 shares of common stock underlying outstanding options of the Company with an exercise price of $6.81 or less, as of June 8, 2011, multiplied by (2) the excess of the per share merger consideration over the weighted average exercise price of $4.48. The filing fee equals the product of 0.0001161 multiplied by the maximum aggregate value of the transaction.
**The amount of filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 5 for Fiscal Year 2011 issued by the Securities and Exchange Commission, is calculated by multiplying the transaction valuation by 0.0001161.
x
Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) 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:
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$30,834.31
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Form or Registration No.:
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Schedule 14A-Preliminary Proxy Statement
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Filing Party:
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China Fire & Security Group, Inc.
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Date Filed:
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June 10, 2011
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o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.