Fushi Copperweld Announces Stockholder Approval of Merger With
Green Dynasty Limited
BEIJING, Dec. 11, 2012 /PRNewswire/ -- Fushi
Copperweld, Inc. ("Fushi Copperweld" or the "Company"; NASDAQ:
FSIN), the leading global manufacturer and innovator of copper-clad
bimetallic wire used in a variety of telecommunication, utility,
transportation and other electrical applications, announced today
that Fushi Copperweld stockholders voted at a special meeting of
stockholders to approve, among other things, the Agreement and Plan
of Merger dated as of June 28, 2012
(the "Merger Agreement"), among the Company, Green Dynasty Limited
("Green Dynasty"), Green Dynasty Acquisition, Inc. ("Merger Sub"),
and Green Dynasty Holdings Limited, pursuant to which Merger Sub
will merge with and into the Company and the Company will continue
as the surviving corporation and will be a wholly-owned subsidiary
of Green Dynasty.
Approximately 75.7% of the Company's total outstanding shares of
common stock were voted in person or by proxy at the Special
Meeting of Stockholders held earlier today in New York City. The Merger Agreement was
approved by approximately 75.4% of the outstanding shares of Fushi
Copperweld common stock and approximately 65.2% of the total
outstanding shares of Fushi Copperweld not owned by the buyer
group, satisfying the requirement set forth in the Merger Agreement
that at least 60% of the shares not owned by the buyer group
approve the Merger Agreement. Approximately 0.1% of the
outstanding shares of Fushi Copperweld common stock were voted
against the approval of the Merger Agreement.
The Company currently anticipates closing the transaction this
week. Under the terms of the Merger Agreement, following the
closing Fushi Copperweld stockholders will be entitled to receive
$9.50 in cash for each share of Fushi
Copperweld common stock that they hold, without interest and less
any applicable withholding taxes, except for shares held in
treasury of the Company or owned by the buyer group, which will be
cancelled without consideration. Letters of transmittal
allowing Fushi Copperweld stockholders of record to deliver their
shares to the paying agent in exchange for payment of the merger
consideration will be mailed within two business days of the
effective date of the merger. Stockholders who hold shares
through a bank or broker will not have to take any action to have
their shares converted into cash, as such conversions will be
handled by the bank or broker.
The merger will result in Fushi Copperweld becoming a
privately-held company, and its common stock will no longer be
listed on the NASDAQ Global Select Market.
Safe Harbor Statement
The actual results of Fushi Copperweld, Inc. could differ
materially from those described in this press release. Detailed
information regarding factors that may cause actual results to
differ materially from the results expressed or implied by
statements in this press release may be found in the Company's
periodic filings with the SEC, including the factors described in
the section entitled "Risk Factors" in its annual report on Form
10-K for the year ended December 31,
2011, filed with the SEC on March 15,
2012. The Company does not undertake any obligation to
update forward-looking statements contained in this press release.
This press release contains forward-looking information about the
Company that is intended to be covered by the safe harbor for
forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
statements that are not historical facts. These statements can be
identified by the use of forward-looking terminology such as
"believe," "expect," "may," "will," "should," "project," "plan,"
"seek," "intend," or "anticipate" or the negatives thereof, or
comparable terminology, and include discussions of strategy, and
statements about industry trends and the Company's future
performance, operations and products.
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. 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; satisfaction of
various other conditions to the closing of the transactions
described herein; and the risks that are described from time to
time in the Company's reports filed with the SEC.
About Fushi Copperweld, Inc.
Fushi Copperweld Inc., principally through its wholly owned
subsidiaries, Fushi International (Dalian) Bimetallic Cable Co. Ltd. and
Copperweld Bimetallics LLC, is the leading manufacturer and
innovator of copper-clad bimetallic engineered conductor products
for electrical, telecommunications, transportation, utilities and
industrial applications. With extensive design and production
capabilities, and a long-standing dedication to customer service,
Fushi Copperweld is the preferred choice for bimetallic products
worldwide.
For investor inquiries, please contact:
Paul Schulman
MacKenzie Partners, Inc.
Tel: +1-212-929-5364 (Mr. Schulman)
Jolin Qiao, Investor Relations
Officer
Fushi Copperweld Inc.
Phone +1.615.377.4183
E-mail: ir@fushicopperweld.com
Web: www.fushicopperweld.com
SOURCE Fushi Copperweld, Inc.