SHANGHAI, Aug. 19, 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, announced today the
completion of its acquisition by Halogen Limited, a Cayman Islands company beneficially owned by
Dr. Jianhua Yang, chairman of the
board of directors and chief executive officer of the Company, Mr.
Weinian Qi, a management member of
the Company, Mr. Yunlong Yuan, a
management member of the Company, and Primavera Capital (Cayman)
Fund I L.P. ("Halogen"). As a result of the acquisition, the
Company became a wholly owned subsidiary of Halogen.
Under the terms of the agreement and plan of merger, which was
adopted by the Company's shareholders at an extraordinary general
meeting held on August 15, 2011, each
outstanding ordinary share of the Company (other than shares held
by Dr. Jianhua Yang, Mr.
Yunlong Yuan or Mr. Weinian Qi or any person controlled by the
foregoing, or shares as to which shareholders have validly
exercised and have not effectively withdrawn or lost their
appraisal rights under Section 238 of the Cayman Companies Law) has
been cancelled in exchange for the right to receive US$0.1350 in cash without interest and each
American Depositary Share, or ADS (each of which represents sixty
ordinary shares) (other than ADSs held by Dr. Jianhua Yang, Mr. Yunlong Yuan or Mr. Weinian Qi or any person controlled by the
foregoing), represents the right to receive US$8.10 in cash per ADS without interest (less
5 cents per ADS cancellation fees
payable by holders of ADSs).
Shareholders of record will receive a letter of transmittal and
instructions on how to surrender their share certificates in
exchange for the merger consideration. Shareholders should
wait to receive the letter of transmittal before surrendering their
share certificates. As soon as practicable after the merger
is completed, the ADS depositary will call for the surrender of all
ADSs for delivery of the merger consideration. Upon the
surrender of ADSs, the ADS depositary will pay to the surrendering
person $8.10 per ADS in cash without
interest (less 5 cents per ADS
cancellation fees payable by holders of ADSs).
The Company also announced today that it requested that trading
of its ADSs on the NYSE be suspended. The Company requested
the NYSE to file Form 25 with the SEC notifying the SEC of the
delisting of the ADSs on the NYSE and the deregistration of the
Company's registered securities. The Company intends to
terminate its reporting obligations under the Securities Exchange
Act of 1934, as amended, by promptly filing Form 15 with the SEC.
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
cease once the deregistration becomes effective.
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 based on
estimates and assumptions. These forward-looking statements
can be identified by terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates" and similar statements. All statements other than
statements of historical fact in this press release are
forward-looking statements and 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, as amended from time to time. This press release
speaks only as of its date, and the Company undertakes no
obligation to update forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its
expectations, except as may be required by law. You are urged
to consider these factors carefully in evaluating the
forward-looking statements contained herein and are cautioned not
to place undue reliance on such forward-looking statements, which
are qualified in their entirety by these cautionary statements.
For further information, please
contact:
|
|
|
|
Chemspec International
Ltd.
|
|
In Shanghai
|
|
Zixin Wang
|
|
Tel: +86-21-63638108
|
|
Email: ir@chemspec.com.cn
|
|
|
SOURCE Chemspec International Limited