SHANGHAI, May 3, 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
filed a going-private transaction statement on Schedule 13E-3
("Going-Private Statement") with the United States Securities and
Exchange Commission ("SEC"). Attached as an exhibit to the
Going-Private Statement is a preliminary proxy statement (the
"Preliminary Proxy Statement") that, subject to completion, will be
used in connection with an extraordinary general meeting of
shareholders (the "EGM"), which the Company expects to hold in the
third quarter of 2011.
As described more fully in the Going-Private Statement and the
Preliminary Proxy Statement, the business to be transacted at the
EGM includes shareholder approval of the proposed merger and the
agreement and plan of merger, dated as of March 21, 2011, by and among Halogen Limited
("Parent"), a Cayman Islands
company beneficially owned by Dr. Jianhua
Yang, chairman of the board of directors and chief executive
officer of the Company, and Primavera Capital (Cayman) Fund I L.P.,
Halogen Mergersub Limited, a Cayman
Islands company wholly owned by Parent, the Company and Dr.
Jianhua Yang (the "Merger
Agreement"). The proposed merger and the Merger Agreement are more
fully described in the Going-Private Statement and the exhibits
attached thereto, including the Preliminary Proxy Statement. In
addition, a copy of the Merger Agreement is attached as an exhibit
to the Preliminary Proxy Statement. If completed, the proposed
merger would result in the Company becoming a privately held
company and its ADSs would no longer be listed on the New York
Stock Exchange. 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 Going-Private Statement and the Preliminary Proxy Statement,
and any amendments thereto, can be obtained from the SEC's website
(http://www.sec.gov). In addition, shareholders and ADS holders
will receive the definitive proxy statement by mail and requests
for additional copies of the definitive proxy statement should be
directed to Okapi Partners LLC, the Company's proxy solicitor, toll
free at +1 855 208-8903 (or +1 212 297 0720 outside of the United States). INVESTORS AND
SHAREHOLDERS 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
PROPOSED MERGER AND RELATED MATTERS.
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 have been or will be made with the SEC.
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.
Forward-Looking Statements
Statements about the expected timing, completion and effects of
the proposed merger, and all other statements in this press release
other than historical facts, constitute forward-looking statements
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue reliance on these forward-looking
statements, each of which is qualified in its entirety by reference
to the following cautionary statements. Forward-looking statements
speak only as of the date hereof and are based on current
expectations and involve a number of assumptions, risks and
uncertainties that could cause actual results to differ materially
from those projected in the forward-looking statements. A number of
the matters discussed herein that are not historical or current
facts deal with potential future circumstances and developments, in
particular, whether and when the transactions contemplated by the
Merger Agreement will be consummated and the expected date of the
EGM. The discussion of such matters is qualified by the inherent
risks and uncertainties surrounding future expectations generally
and also may materially differ from actual future experience
involving any one or more of such matters. Such risks and
uncertainties include: any conditions imposed on the parties in
connection with consummation of the transactions described herein;
approval of the proposed merger and adoption of the Merger
Agreement by our shareholders; satisfaction of various other
conditions to the closing of the proposed merger and the other
transactions contemplated by the Merger Agreement; and the risks
that are described from time to time in our reports filed with the
SEC, including our Form 20-F for the year ended December 31,
2009. This press release speaks only as of its date, and we
disclaim any duty to update the information herein.
For further information, please
contact:
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Chemspec International
Ltd.
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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