SAN DIEGO and SHENZHEN, China, June
28, 2019 /PRNewswire/ -- Highpower International, Inc.
(NASDAQ: HPJ) ("Highpower" or the "Company"), a developer,
manufacturer, and marketer of lithium ion and nickel-metal hydride
(Ni-MH) rechargeable batteries, battery management systems, and a
provider of battery recycling, today announced that it has entered
into a definitive agreement and plan of merger (the "Merger
Agreement") under which HPJ Parent Limited ("Parent"), an exempted
company with limited liability incorporated under the laws of the
Cayman Islands and formed by a
consortium consisting of Mr. Dang Yu
(George) Pan, the Company's Chairman and Chief Executive
Officer and a stockholder of the Company, Mr. Wen Liang Li, a director and stockholder of the
Company, Mr. Wen Wei Ma, a
stockholder of the Company, and Essence International Capital
Limited, a company incorporated in Hong
Kong, will acquire Highpower through a merger with a
wholly-owned subsidiary of Parent (the "Merger").
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the Merger, Highpower stockholders will be
entitled to receive US$4.80 in cash
for each share of Highpower common stock (collectively, "Shares"),
except Shares held by the consortium that are contributed to Parent
prior to the effective time and dissenting shares seeking appraisal
rights. The merger consideration represents a premium of
approximately 67% over the Company's closing price of US$2.88 per share on June
1, 2018, the last trading day prior to the Company's
announcement of its receipt of a "going-private" proposal.
Parent intends to fund the Merger consideration with the proceeds
from an equity investment of US$51,136,733 by Essence International Capital
Limited (the "Sponsor"), pursuant to the terms of an equity
commitment letter.
The Board of Directors of Highpower, acting on the
recommendation of a special committee of independent and
disinterested directors (the "Special Committee"), unanimously
approved the Merger Agreement with directors Pan and Li
abstaining.
The Merger, which is currently expected to close during the
third quarter, is subject to various closing conditions, including
the adoption of the Merger Agreement by Highpower's stockholders
and an affirmative vote of at least a majority of all outstanding
Shares unaffiliated with the consortium. If completed, the Merger
will result in the Company becoming a privately-held company, and
its Shares will no longer be listed on the NASDAQ Global
Market.
For further information regarding the terms and conditions
contained in the Merger Agreement, please see Highpower's Current
Report on Form 8-K, which will be filed in connection with the
proposed transaction.
As previously mentioned, Roth Capital Partners is serving as
financial advisor to the Special Committee, and Katten Muchin
Rosenman LLP is serving as legal advisor to the Special Committee.
Manatt, Phelps & Phillips, LLP is serving as legal advisor to
the Company; Orrick, Herrington & Sutcliffe LLP is serving as
legal advisor to the consortium; and O'Melveny & Myers LLP
is serving as legal advisor to Essence.
About Highpower International, Inc.
Highpower International was founded in 2001 and produces
high-quality Nickel-Metal Hydride (Ni-MH) and lithium-based
rechargeable batteries used in a wide range of applications such as
E-bikes, energy storage systems, power tools, medical equipment,
digital and electronic devices, personal care products, and
lighting, etc. Highpower's target customers are Fortune 500
companies and top 10 companies in each vertical segment. With
advanced manufacturing facilities located in Shenzhen, Huizhou, and Ganzhou of China, Highpower is committed to clean
technology, not only in the products it makes, but also in the
processes of production. The majority of Highpower International's
products are distributed to worldwide markets. Additional
information about the Company can be found at
http://www.highpowertech.com and in documents filed with the
U.S. Securities and Exchange Commission (the "SEC"), which are
available on the SEC's website at http://www.sec.gov.
Cautionary Statement Regarding Forward-Looking
Statements
All statements included in this press release, other than
statements or characterizations of historical fact, are
forward-looking statements. These forward-looking statements are
based on our current expectations, estimates and projections about
our industry, management's beliefs, and certain assumptions made by
us, all of which are subject to change. Forward-looking statements
can often be identified by words such as "anticipates," "expects,"
"intends," "plans," "predicts," "believes," "seeks," "estimates,"
"may," "will," "should," "would," "could," "potential," "continue,"
"ongoing," similar expressions, and variations or negatives of
these words. These forward-looking statements are not guarantees of
future results and are subject to factors, risks, uncertainties and
assumptions that could cause our actual results to differ
materially and adversely from those expressed in any
forward-looking statement, including (but not limited to): (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement, (2) the
inability to consummate the Merger due to the failure to obtain
stockholder approval for the adoption of the Merger Agreement
(including the affirmative vote of at least a majority of all
outstanding Shares unaffiliated with the consortium) or the failure
to satisfy other conditions to completion of the proposed
transaction, (3) risks related to the disruption of management's
attention from the Company's ongoing business operations due to the
proposed transaction and (5) the effect of the announcement of the
proposed transaction on the Company's relationships with its
customers, suppliers and business generally.
The forward-looking statements included in this press release
speak only as of the date hereof. Additional discussions of factors
affecting the Company's business and prospects are reflected under
the caption "Risk Factors" and in other sections of the Company's
Annual Report on Form 10-K for the Company's fiscal year ended
December 31, 2018, and other filings
made with the SEC. The Company expressly disclaims any intent or
obligation to update any forward-looking statements, whether
written or oral, that may be made from time to time by or on behalf
of the Company or its subsidiaries, whether as a result of new
information, changed circumstances or future events, or for any
other reason.
Additional Information about the Proposed Transaction
In connection with the proposed transaction, the Company will
file with the SEC and furnish to the Company's stockholders a proxy
statement and other relevant documents. These documents will be
filed with or furnished to the SEC. INVESTORS AND STOCKHOLDERS ARE
URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND
OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, THE MERGER AND RELATED MATTERS. The Company's stockholders
also will be able to obtain these documents, as well as other
filings containing information about the Company, the Merger and
related matters, without charge, from the SEC's website
(http://www.sec.gov). In addition, stockholders will also be able
to obtain these documents, without charge, by contacting the
Company at the following address and/or telephone number:
Building A1, 68 Xinxia Street
Pinghu Town, Longgang District
Shenzhen, Guangdong, 518111
People's Republic of China
Attention: Investor Relations Manager
Telephone: +86 755 8968 7255 / +1-909-214-2482
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 the
Company's stockholders with respect to the Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and other relevant documents when they are filed with the SEC.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and the other
relevant documents filed with the SEC when they become
available.
CONTACT:
Highpower International, Inc.
Sunny Pan
Chief Financial Officer
Tel: +86-755-8968-6521
Email: ir@highpowertech.com
Yuanmei Ma
Investor Relations Manager
Tel: +1-909-214-2482
Email: yuanmei@highpowertech.com
ICR, Inc.
Rose Zu
Tel: +1-646-931-0303
Email: ir@highpowertech.com
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SOURCE Highpower International, Inc.