NEW YORK, May 30, 2012 /PRNewswire-Asia/ -- SmartHeat
Inc., (NASDAQ: HEAT; website: www.smartheatinc.com), today
announced the resignations of Mr. James Jun
Wang, Chairman of the Board of Directors (Board), President
and CEO, Mr. Wen Sha, Vice President
of Marketing, Mr. Xudong Wang, Vice
President of Strategy, and Ms. Zhijuan
Guo, Chief Financial Officer. Mr. Jun Wang, Mr. Sha and Mr. Xudong Wang will continue in all of their
current roles with SmartHeat's subsidiaries, but will no longer be
affiliated with SmartHeat Inc., the U.S. holding company
incorporated in Nevada
(SmartHeat). Ms. Guo has resigned from all roles and
responsibilities with SmartHeat and its subsidiaries.
At a two day Board meeting which ended on May 25, 2012, Mr. Oliver
Bialowons was appointed as a Director and as President of
SmartHeat to fill the roles formerly held by Mr. James Wang. Mr. Bialowons is an
experienced turnaround executive with more than 20 years of related
experience, much of which was in the automobile and aerospace
industries. He has served in positions as Managing Director,
Chief Operating Officer and Chief Restructuring Officer of several
companies. Most recently, he served as COO of
neckermann.de GmbH, Managing Director of Bowe Systec AG, and as
Chairman and CEO of Bowe Bell +
Howell Company, a financially stressed U.S. based manufacturer of
industrial logistics equipment with worldwide operations and
distribution. He directed a restructuring of the business and an
eventual sale of the Bell+Howell business to Bell and Howell, LLC,
a portfolio company of Versa Capital Management, LLC.
Currently he serves on the Board of Bell and Howell, LLC and is
assisting an insolvency receiver in Germany to market a large chain of retail
stores in Europe.
The Board directed management to coordinate with SmartHeat's
subsidiaries to select SmartHeat's new CFO as soon as possible. Ms.
Guo was vital to the timely preparation of SmartHeat's financial
statements and regulatory filings, and the Board expressed their
gratitude to her for her help. In addition, the Board
authorized the commencement of a search to fill the role of
Chairman of SmartHeat's Audit Committee. The Board determined
not to fill Mr. Sha's or Mr. Xudong
Wang's positions at this time.
The Board approved the retention of Nimbus Restructuring Manager
LLC (NRM) as Restructuring Adviser to assist SmartHeat's Board to
address its financial and liquidity issues reflected in Note 2,
"Cash and Equivalents", in the Notes to Consolidated Financial
Statements (Unaudited) included in its Quarterly Report on Form
10-Q for the quarter ended March 31,
2012. NRM is an affiliate of Nimbus Strategies LLC (a
U.S. based strategy consulting firm).
To address SmartHeat's immediate cash needs, the Board approved
borrowing up to $1,000,000 to fund
ordinary course operating expenses under a binding commitment
letter for a Revolving Line of Credit (Revolver), subject to an
acceptable fairness opinion, negotiation of final terms and the
execution of a definitive agreement. The Revolver has a term of
nine months, but is extendable at SmartHeat's option for up
to 4 additional nine month terms, and is payable in advance at any
time. Borrowings under the Revolver would be secured by a
lien on certain of SmartHeat assets and would be convertible, at
the option of the lender, into shares of SmartHeat common stock
under certain circumstances. The Revolver is subject to a
$150,000 termination fee. Mr.
James Wang is a principal and
director of the lender. Borrowings under the Revolver would accrue
cash interest at a rate of 1% per month plus equity consideration
targeted to provide additional return equivalent to approximately
0.5% to 0.6% per month, assuming that the term is fully
extended.
In connection with the engagement of NRM as Restructuring Agent,
the appointment of Oliver Bialowons as President and the Revolver
commitment, the Board, subject to the execution of definitive
agreements, approved the issuance of an aggregate of approximately
335,000 shares, subject to certain adjustments, of restricted stock
for nominal consideration. These shares of restricted stock
may not be sold or transferred, except under limited circumstances,
and are subject to certain buy back options and other
restrictions.
Safe Harbor Statement
All statements in this press release that are not historical are
forward-looking statements made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
There can be no assurance that actual results will not differ from
the company's expectations. SmartHeat's actual results may differ
from its projections. Further, preliminary results are subject to
normal year-end adjustments. You are cautioned not to place undue
reliance on any forward-looking statements in this press release as
they reflect SmartHeat's current expectations with respect to
future events and are subject to risks and uncertainties that may
cause actual results to differ materially from those contemplated.
Potential risks and uncertainties include, but are not limited to,
the risks described in SmartHeat's filings with the Securities and
Exchange Commission.
Contact Corporate Communications:
Ms. Jane Ai, Corporate Secretary
SmartHeat Inc.
Tel: 011-86-24-25363366
Email: info@SmartHeatinc.com
SOURCE SmartHeat Inc.