SHANGHAI, Sept. 16, 2020 /PRNewswire/ -- Ossen Innovation
Co., Ltd. (the "Company") (Nasdaq: OSN), a China-based manufacturer of an array of plain
surface, rare earth and zinc coated pre-stressed steel materials,
today announced that its board of directors (the "Board") has
received a preliminary non-binding proposal letter (the "Proposal"), dated September
15, 2020, from Pujiang International Group Limited ("Pujiang"), a
Cayman Islands company listed on
the Hong Kong Stock Exchange and beneficially holds approximately
65.9% of the Company, to acquire all of the outstanding
ordinary shares of the Company not owned by Pujiang or its
affiliates, including ordinary shares represented by American
Depositary Shares (the "ADSs", each
one representing three ordinary shares), for $1.667 in cash
per ordinary share, or $5.00 in cash per ADS. A copy of
the proposal letter is attached hereto as Exhibit A.
The Board intends to form a special committee consisting of
independent directors to consider the proposal. The Board expects
that the special committee will retain independent advisors,
including independent financial and legal advisors, to assist it in
this process.
The Board cautions the Company's shareholders and others
considering trading the Company's securities that the Board has
just received the proposal letter and has not had an opportunity to
carefully review and evaluate the proposal or make any decision
with respect to the Company's response to the proposal. There can
be no assurance that any definitive offer will be made, that any
definitive agreement will be executed relating to the proposed
transaction or that this or any other transaction will be approved
or consummated. The Company does not undertake any obligation to
provide any updates with respect to this or any other transaction,
except as required under applicable law.
About Ossen Innovation Co., Ltd.
Ossen Innovation Co., Ltd. manufactures and sells a wide variety
of plain surface pre-stressed steel materials and rare earth coated
and zinc coated pre-stressed steel materials. The Company's
products are mainly used in the construction of bridges, as well as
in highways and other infrastructure projects. The Company has two
manufacturing facilities located in Ma'anshan, Anhui Province, China and Jiujiang, Jiangxi Province, China.
Safe Harbor Statements
This press release may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements involve
inherent risks and uncertainties that could cause actual results to
differ materially from those projected or anticipated, including
risks outlined in the Company's public filings with the Securities
and Exchange Commission, including the Company's annual report on
Form 20-F, as amended. All information provided in this press
release is as of the date hereof. Except as required by law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, after the date on which the statements
are made or to reflect the occurrence of unanticipated
events.
For more information, please contact:
Wei Hua, Chief Executive
Officer
Email: int.tr@ossengroup.com
Phone: +86-21-6888-8886
Web: www.osseninnovation.com
Investor Relations
GIC IR
Phone: +1-347-393-4230
Email: info@goldenir.com
Exhibit A
Preliminary Non-Binding Proposal to Acquire Ossen Innovation
Co., Ltd.
September 15, 2020
The Board of Directors
Ossen Innovation Co., Ltd.
518 Shangcheng Road, Floor 17
Shanghai, 200120
People's Republic of China
Dear Board Members,
Pujiang International Group Limited, a Cayman Islands company listed on the Hong Kong
Stock Exchange ("Pujiang" or "we"), hereby submits this preliminary
non-binding proposal (the "Proposal") to acquire all outstanding
shares in Ossen Innovation Co., Ltd. (the "Company") not already
owned by Pujiang or its affiliates in a transaction described below
(the "Transaction").
We believe that our Proposal provides an attractive opportunity
for the Company's shareholders. The Proposal represents a premium
of approximately 28.9% to the closing price of the Company's ADSs
on September 15, 2020 and a premium
of approximately 44.3% to the volume-weighted average closing price
during the last 180 trading days.
Set forth below are primary terms of our Proposal. We
beneficially own approximately 65.9% of all the issued and
outstanding shares in the Company, based on the Company's latest
outstanding number of shares as publicly disclosed. We are
confident in our ability to consummate the proposed Transaction as
outlined in our Proposal.
1. Purchase Price. We propose to acquire all of the outstanding
ordinary shares of the Company and the American Depositary Shares
of the Company (each, an "ADS", representing three (3) ordinary
shares of the Company). The consideration payable for each ADS to
be acquired will be US$5.00 in cash,
or US$1.667 in cash per ordinary
share (in each case other than those ADSs or ordinary shares that
may be rolled over in connection with the proposed
Transaction).
2. Funding. We intend to fund the Transaction with a combination
of our cash on hand and funds we can draw from existing debt
facilities. We are confident of our ability to secure adequate
funding for the Transaction in a timely manner.
3. Due Diligence. We believe that we will be in a position to
complete customary due diligence for the Transaction in a timely
manner and in parallel with the negotiation of the definitive
agreements for the Transaction (the "Definitive Agreements").
4. Definitive Agreements. We are prepared to promptly negotiate
and finalize the Definitive Agreements. These documents will
provide for representations, warranties, covenants and conditions
which are typical, customary and appropriate for transactions of
this type.
5. Process. We believe that the Transaction will provide
superior value to the Company's shareholders. We recognize that the
Company's Board of Directors will likely need to independently
evaluate our Proposal and any alternative strategic option that the
Company may pursue before the Company can make any
determination.
6. No Binding Commitment. This Proposal constitutes only a
preliminary indication of our interest, and does not constitute any
binding commitment with respect to the Transaction or in connection
with the Company's securities. A binding commitment will result
only from the execution of Definitive Agreements, and then will be
on terms and conditions provided in such documentation.
7. Governing Law. This Proposal shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to the
conflicts of law principles thereof.
We would like to express our commitment to working
collaboratively with the Company to bring the Transaction to a
successful and timely conclusion. Should you have any questions
regarding our Proposal, please do not hesitate to contact us.
Sincerely,
Pujiang International Group Limited
By: /s/ Tang Liang
Name: Tang Liang
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SOURCE Ossen Innovation Co., Ltd.