SHANGHAI, Sept. 9, 2021 /PRNewswire/ -- Ossen Innovation
Co., Ltd. ("Ossen Innovation" or 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 the completion of the merger contemplated by that
certain agreement and plan of merger by and among the Company, New
Ossen Group Limited, an exempted company with limited liability
incorporated under the laws of the British Virgin Islands (the "Parent"),
and New Ossen Innovation Limited, an exempted company with limited
liability incorporated under the laws of the British Virgin Islands and a wholly-owned
subsidiary of Parent ("Merger Sub"), dated December 17, 2020 (the "Merger
Agreement"), providing for the merger of the Merger Sub with
and into the Company (the "Merger"), with the Company
continuing as the surviving company after the Merger as a wholly
owned subsidiary of the Parent.
The Company held its extraordinary general meeting to approve
the Merger on September 9, 2021,
during which the Company's shareholders voted in favor of the
proposal to authorize and approve the (i) Merger Agreement, (ii)
the plan of merger required to be filed with the Registrar of
Corporate Affairs of the British Virgin
Islands, and (iii) the consummation of the transactions
contemplated by the Merger Agreement and the Plan of Merger,
including the Merger.
Approximately 75.9% of the Company's total ordinary shares (the
"Shares") (including shares represented by ADSs) outstanding
as of the close of business in the British Virgin Islands on the share record
date of August 10, 2021 voted by
proxy at the extraordinary general meeting. Each shareholder has
one vote for each ordinary share. Of the ordinary shares voted at
the meeting, approximately 74.85% voted in favor of the Merger
Agreement, the Plan of Merger and the transactions contemplated
thereby, including the Merger.
Under the terms and conditions of the approved Merger Agreement,
each of the Shares (other than Shares represented by ADSs) issued
and outstanding immediately prior to the effective time of the
merger (the "Effective Time") was cancelled and ceased to
exist in exchange for the right to receive US$1.70 per Share in cash and without interest
and (ii) each ADS issued and outstanding immediately prior to the
Effective Time, together with each Share represented by such ADS,
was cancelled and ceased to exist in exchange for the right to
receive US$5.10 per ADS (less
US$0.05 per ADS cancellation fee
payable pursuant to the terms of the deposit agreement dated
June 30, 2020 (the by and among
the Company, the Bank of New York Mellon), except for: (i) shares
beneficially owned by Pujiang International Group Limited, an
exempted company with limited liability incorporated and existing
under the laws of the Cayman
Islands (the "Rollover Shares"), and (ii) shares
owned by holders of Shares who have validly exercised and not
effectively withdrawn or lost their appraisal rights pursuant to
Section 179 of the BVI Business Companies Act, 2004, as amended
(the "Dissenting Shares", together with the Rollover Shares,
the "Excluded Shares"). Each Excluded Share issued and
outstanding immediately prior to the Effective Time was cancelled
and ceased to exist, and no consideration would be delivered with
respect thereto, provided that the Dissenting Shares would be paid
with the payment resulting from the procedure in Section 179 of the
BVI Companies Act, 2004, as amended.
The Company also announced today that it has requested that
trading of its shares on the Nasdaq Capital Market
("Nasdaq") be suspended. The Company has requested that
Nasdaq file a Form 25 with the Securities and Exchange Commission
(the "SEC") notifying the SEC of the delisting of the
Company's ordinary shares on Nasdaq and the deregistration of the
Company's registered securities. The deregistration will become
effective 90 days after the filing of the Form 25 or such shorter
period as may be determined by the SEC. The Company intends to
suspend its reporting obligations under the Securities Exchange Act
of 1934, as amended, by filing a Form 15 with the SEC in
approximately ten days following the filing of the Form 25. The
Company's obligations to file with the SEC certain reports and
forms, including Form 20-F and Form 6-K, will be suspended
immediately as of the filing date of the Form 15 and will terminate
once the deregistration becomes effective.
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. Ossen has
two manufacturing facilities located in Ma'anshan, Anhui
Province, and Jiujiang, Jiangxi Province.
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 relating to the ongoing COVID-19 pandemic and the
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
GCI IR
Phone: +1-202-656-3688
Email: info@goldenir.com
View original
content:https://www.prnewswire.com/news-releases/ossen-innovation-announces-completion-of-merger-301373120.html
SOURCE Ossen Innovation Co., Ltd.