SHANGHAI, March 21, 2011 /PRNewswire-Asia-FirstCall/ --
Chemspec International Limited (NYSE: CPC; "Chemspec" or the
"Company", incorporated in the Cayman
Islands), a leading China-based contract manufacturer of
highly-engineered specialty chemicals, today announced that it has
entered into a definitive agreement and plan of merger with Halogen
Limited ("Parent"), an entity jointly owned by Dr. Jianhua Yang and an affiliate of Primavera
Capital Management Ltd. ("Primavera") and Halogen Mergersub Limited
("Merger Sub"), a Cayman Islands
exempted company wholly owned by Parent. Dr. Jianhua Yang is the Company's Chief Executive
Officer and the Chairman of the Company's Board of Directors and
beneficially owns approximately 55% of the Company's outstanding
ordinary shares.
Under the terms of the merger agreement, each ordinary share of
the Company (including shares represented by American Depositary
Shares ("ADSs"), each of which represents sixty ordinary shares)
issued and outstanding immediately prior to the effective time of
the merger will be cancelled in exchange for the right to receive
$0.135 (or $8.10 per ADS) in cash without interest, except
for the ordinary shares and ordinary shares represented by ADSs
beneficially owned by Dr. Jianhua
Yang, Mr. Yunlong Yuan and
Mr. Weinian Qi which will be
cancelled without receiving any consideration. The offer
represents a 28.2% premium over the closing price as quoted by
Bloomberg L.P. on November 10, 2010
and a 27.1% premium over the 90-day volume weighted average price
as quoted by Bloomberg L.P. on November 10,
2010, the last trading day prior to the Company's
announcement on November 11, 2010
that it had received a "going private" proposal.
The Company's Board of Directors, acting upon the unanimous
recommendation of the Independent Committee formed by the Board of
Directors, approved the merger agreement and resolved to recommend
that the Company's shareholders vote to adopt the merger agreement.
The Independent Committee, which is composed solely of
directors unrelated to any of Parent, Merger Sub, Primavera or any
of the management members of the Company, negotiated the terms of
the merger agreement with the assistance of its financial and legal
advisors.
The merger contemplated by the merger agreement, which is
currently expected to close before the end of the third quarter
2011, is subject to the adoption of the merger agreement by an
affirmative vote of shareholders in accordance with Cayman Islands law and an affirmative vote of
the majority of the disinterested shareholders of the Company that
are present and voting in person or by proxy at a meeting of the
Company's shareholders, as well as certain other customary closing
conditions. Dr. Jianhua Yang
has agreed to vote to adopt the merger agreement. Standard
Chartered Bank (Hong Kong) Limited
("SCB"), Parent and Merger Sub have entered into a facility
agreement pursuant to which SCB has agreed to provide financing for
the transaction, subject to certain conditions. The Company
will schedule a meeting of its shareholders for the purpose of
voting on the adoption of the merger agreement. If completed,
the merger will, under Cayman
Islands laws, result in the Company becoming a
privately-held company and its ADSs would no longer be listed on
the New York Stock Exchange.
Houlihan Lokey is serving as
financial advisor to the Independent Committee. Shearman
& Sterling LLP is serving as U.S. legal advisor to the
Independent Committee and Maples and Calder is serving as
Cayman Islands legal advisor to
the Independent Committee. Simpson Thacher & Bartlett LLP
is serving as U.S. legal advisor to the Company. Skadden,
Arps, Slate, Meagher & Flom LLP is serving as U.S. legal
advisor to Dr. Jianhua Yang.
Latham & Watkins LLP is serving as U.S. legal advisor to
Primavera, and Commerce and Finance Law Offices is serving as PRC
legal advisor to Primavera. Conyers
Dill & Pearman is serving as Cayman Islands legal advisor to the buyer
group. O'Melveny & Myers LLP is serving as U.S. legal advisor
to Houlihan Lokey. White & Case
is serving as U.S. and Hong Kong
legal advisor to SCB, and Walkers is serving as Cayman Islands legal advisor to SCB.
Additional Information about the Transaction
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the
transaction, which will include the merger agreement and related
documents. All parties desiring details regarding the
transaction are urged to review these documents, which are
available at the SEC's website (http://www.sec.gov).
In connection with the proposed merger, the Company will prepare
and mail a proxy statement to its shareholders. In addition,
certain participants in the proposed transaction will prepare and
mail to the Company's shareholders a Schedule 13E-3
transaction statement. These documents will be filed with or
furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER
MATERIALS FILED WITH OR FURNISHED TO THE SEC CAREFULLY WHEN THEY
BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. In
addition to receiving the proxy statement and 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:
Chemspec International
Limited
No. 200, Wu Wei Road
Shanghai 200331,
China
Fax: (86-21) 6363
6993
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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 our
shareholders with respect to the proposed merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the
proposed merger when it is filed with the SEC. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and Schedule 13E-3
transaction statement and the other relevant documents filed with
the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the proposed merger go
forward.
About Chemspec
Chemspec is a leading China-based contract manufacturer of highly
engineered specialty chemicals as well as fluorinated specialty
chemicals. In manufacturing specialty chemicals,
Chemspec also provides process design and process development
services, which enable efficient and rapid production of specialty
chemicals that are incorporated into the products of Chemspec's end
users. Chemspec's customers and end users include
electronics, pharmaceutical and agrochemical
companies. For more information, please visit
http://www.chemspec.com.cn.
Safe Harbor Statements
This announcement contains forward-looking statements. These
statements constitute "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 can be
identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and similar
statements. Such statements involve certain risks and
uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. Further
information regarding these and other risks is included in
Chemspec's filings with the U.S. Securities and Exchange
Commission, including its registration statement on Form F-1 and
annual reports on Form 20-F, as amended from time to
time. Chemspec does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
For further information, please
contact:
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Chemspec International
Limited
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In Shanghai
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Carol Fang
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Tel: +86-21-63638108
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Email:
ir@chemspec.com.cn
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SOURCE Chemspec International Limited