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Document/Exhibit Description Pages Size 1: SC 13E3/A Amendment to Form SC 13E3 HTML 151K
Unassociated Document |
Harbin Electric, Inc.
No. 9 Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu
Harbin Kai Fa Qu, Harbin
150060
People’s Republic of China
Attention: Tianfu Yang
+86-451-86116757
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Tech Full Electric Company Limited
Tech Full Electric Acquisition, Inc.
Hero Wave Investments Limited
Tianfu Investments Limited
Sea Giant Investments Limited
Victory Lake Investments Limited
Broad Globe Investments Limited
Acme Winner Group Limited
c/o Harbin Electric, Inc.
No. 9 Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu
Harbin Kai Fa Qu, Harbin
150060
People’s Republic of China
Attention: Tianfu Yang
+86-451-86116757
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Abax Lotus Ltd.
Abax Nai Xin A Ltd.
Abax Global Opportunities Fund
Abax Upland Fund LLC
Abax Arhat Fund
Abax Global Capital (Hong Kong) Limited
AGC Asia 5 Ltd.
Prosper Expand Ltd.
Abax Emerald Ltd.
Two International Finance Centre
Suite 6708, 8 Finance Street, Central
Hong Kong
+(852) 3602-1800
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Angela M. Dowd, Esq.
Mitchell S. Nussbaum, Esq.
Loeb & Loeb LLP
345 Park Avenue
(212) 407-4000
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Michael V. Gisser, Esq.
Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World Office 2
1 Jianguomenwai Avenue
Beijing 100004
People’s Republic of China
+86-10-6535-5500
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Jonathan K. Layne, Esq.
Gibson, Dunn & Crutcher LLP
2029 Century Park East
(310) 552-8641
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Mark J. Lehmkuhler, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong Club Building
3A Charter Road, Central, Hong Kong
(+852) 2533-3300
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a.
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o
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934 (the “Act”).
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b.
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o
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The filing of a registration statement under the Securities Act of 1933.
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c.
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o
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A tender offer.
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d.
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o
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None of the above.
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Transaction Valuation*
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Amount of Filing Fee**
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$756,471,432
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$87,826.33
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*
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Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee was determined based upon the sum of (A) 18,738,784 shares of Common Stock multiplied by $24.00 per share, (B) options to purchase 260,000 shares of Common Stock with an exercise price of less than $24.00 multiplied by $7.89 (which is the difference between $24.00 and the weighted average exercise price of such options of $16.11 per share), and (C) 12,695,384 shares of Common Stock multiplied by $24.00 per share, representing shares of Common Stock to be contributed to the acquiring entity in the transactions described on this schedule.
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**
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The amount of the filing fee is calculated in accordance with Rule 0-11(b)(1) under the Exchange Act and Fee Rate Advisory #5 for fiscal year 2011, was calculated by multiplying the Transaction Valuation by 0.0011610
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þ
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) under the Act and identify the filing with which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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INTRODUCTION
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Item 15. Additional Information
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Item 16. Exhibits
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(a)(1)
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Definitive Proxy Statement of Harbin Electric, Inc. filed with the Securities and Exchange Commission on September 29, 2011.
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(a)(2)
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Notice of Special Meeting of Stockholders of the Company, incorporated by reference to the Definitive Proxy Statement.
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(a)(3)
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Form of Proxy Card included as Annex I to the Definitive Proxy Statement, incorporated by reference to the Definitive Proxy Statement.
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(a)(4)
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Supplement to Proxy Statement of Harbin Electric, Inc. filed with the Securities and Exchange Commission on October 11, 2011.
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(a)(5)
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Press release issued by Harbin Electric, Inc. dated September 29, 2011, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on September 29, 2011.
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(a)(6)
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Press release issued by Harbin Electric, Inc. dated October 17, 2011, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on October 17, 2011.
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(a)(7)
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Press release issued by Harbin Electric, Inc. dated October 18, 2011, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on October 18, 2011.
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(a)(7)
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Press release issued by Harbin Electric, Inc. dated October 21, 2011, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on October 21, 2011.
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(b)(1)
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Facility Agreement by and between Parent and China Development Bank, dated June 9, 2011, incorporated herein by reference to Exhibit 7.01 to Amendment No. 1 to the Schedule 13D filed by Tianfu Yang, Hero Wave Investments Limited, Holdco, Parent, Abax Lotus Ltd., Abax Nai Xin A Ltd., Abax Global Opportunities Fund, Abax Upland Fund LLC, Abax Arhat Fund, Abax Claremont Ltd., Abax Global Capital, Abax Global Capital (Hong Kong) Limited, AGC Asia 5 Ltd., Prosper Expand Ltd., Abax Emerald Ltd., and Xiang
Dong Yang on May 2, 2011.
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(b)(2)
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Equity Commitment Letter by Abax Global Capital and Abax Global Capital (Hong Kong) Limited in favor of Holdco, dated June 19, 2011, incorporated herein by reference to Exhibit 7.04 to the Schedule 13D filed by Tianfu Yang, Hero Wave Investments Limited, Holdco, Parent, Abax Lotus Ltd., Abax Nai Xin A Ltd., Abax Global Opportunities Fund, Abax Upland Fund LLC, Abax Arhat Fund, Abax Claremont Ltd., Abax Global Capital,
Abax Global Capital (Hong Kong) Limited, AGC Asia 5 Ltd., Prosper Expand Ltd., Abax Emerald Ltd., Xiang Dong Yang, Tianli Yang, Sea Giant Investments Limited, Zedong Xu, Victory Lake Investments Limited, Suofei Xu, Broad Globe Investments Limited, Lanxiang Gao and Acme Winner Group Limited on June 20, 2011 (the “Joint Schedule 13D”).
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(b)(3)
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Note Purchase Agreement by and between Abax Emerald Ltd. and Holdco, dated June 19, 2011, incorporated by reference to Exhibit 7.05 to the Joint Schedule 13D.
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(b)(4)
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Warrant Agreement by and between Abax Lotus Ltd. and Holdco, dated June 19, 2011, incorporated herein by reference to Exhibit 7.06 to the Joint Schedule 13D.
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(b)(5)
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Contribution Agreement, dated as of June 19, 2011, by and between the Company, Parent, Holdco, Tianfu Yang, Tianli Yang, Zedong Xu, Suofei Xu and Lanxiang Gao, incorporated herein by reference to Exhibit 7.07 to the Joint Schedule 13D.
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(c)(1)
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Opinion of Morgan Stanley & Co. LLC to the Special Committee of the Board of Directors of the Company, dated June 19, 2011, incorporated herein by reference to Annex F of the Definitive Proxy Statement.
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(c)(2)
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Opinion of Lazard Frères & Co. LLC to the Special Committee of the Board of Directors of the Company, dated June 19, 2011, incorporated herein by reference to Annex G of the Definitive Proxy Statement.
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(c)(3)
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Presentation Materials of Morgan Stanley & Co. LLC to the Special Committee of the Board of Directors of the Company, dated June 19, 2011, incorporated herein by reference to Exhibit (c)(3) to Amendment No. 3 to the Schedule 13E-3 filed on September 13, 2011.
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(c)(4)
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Presentation Materials of Lazard Frères & Co. LLC to the Special Committee of the Board of Directors of the Company, dated June 19, 2011, incorporated herein by reference to Exhibit (c)(4) to Amendment No. 3 to the Schedule 13E-3 filed on September 13, 2011.
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(c)(5)
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Presentation Materials of Morgan Stanley & Co. LLC to the Special Committee of the Board of Directors of the Company, dated June 13, 2011, incorporated herein by reference to Exhibit (c)(5) to Amendment No. 1 to the Schedule 13E-3 filed on August 15, 2011.
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(c)(6)
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Presentation Materials of Lazard Frères & Co. LLC to the Special Committee of the Board of Directors of the Company, dated June 13, 2011, incorporated herein by reference to Exhibit (c)(6) to Amendment No. 1 to the Schedule 13E-3 filed on August 15, 2011.
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(c)(7)
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Presentation Materials of Morgan Stanley & Co. LLC to the Special Committee of the Board of Directors of the Company, dated May 2, 2011, incorporated herein by reference to Exhibit (c)(7) to Amendment No. 1 to the Schedule 13E-3 filed on August 15, 2011.
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(c)(8)
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Presentation Materials of Lazard Frères & Co. LLC to the Special Committee of the Board of Directors of the Company, dated May 2, 2011, incorporated herein by reference to Exhibit (c)(8) to Amendment No. 1 to the Schedule 13E-3 filed on August 15, 2011.
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(c)(9)
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Vendor Due Diligence Report of Ernst & Young (China) Advisory Limited, dated February 8, 2011, incorporated herein by reference to Exhibit (c)(9) to Amendment No. 4 to the Schedule 13E-3 filed on September 29, 2011.
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(d)(1)
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Agreement and Plan of Merger, dated as of June 19, 2011, by and between the Company, Tech Full Electric Company Limited, a Cayman Islands exempted Company with limited liability, and Tech Full Electric Acquisition, Inc., a Nevada corporation, incorporated herein by reference to Annex A of the Definitive Proxy Statement.
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(d)(2)
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Limited Guarantee, dated as of June 19, 2011, by and between Tianfu Yang, Abax Global Opportunities Fund, AGC Asia 5 Ltd. and Prosper Expand Ltd. in favor of the Company, incorporated herein by reference to Annex B of the Definitive Proxy Statement.
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(d)(3)
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Voting Support Agreement, dated as of June 19, 2011, by and between the Company, Tech Full Electric Company Limited, and the stockholders of the Company listed on Schedule A thereto, incorporated herein by reference to Annex C of the Definitive Proxy Statement.
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(d)(4)
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Contribution Agreement, dated as of June 19, 2011, by and between the Company, Tech Full Electric Company Limited, Tianfu Investments Limited, and the stockholders of the Company listed on Schedule A thereto, incorporated herein by reference to Annex D of the Definitive Proxy Statement.
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(d)(5)
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Amendment to Agreement and Plan of Merger dated as of October 7, 2011 by and between the Company, Tech Full Electric Company Limited, a Cayman Islands exempted company with limited liability, and Tech Full Electric Acquisition, Inc., a Nevada corporation, incorporated herein by reference to Annex A-1 to the Supplement to Proxy Statement of Harbin Electric, Inc. filed with the Securities and Exchange Commission on October 11, 2011.
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(f)
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None.
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(g)
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None.
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Harbin Electric, Inc.
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By:
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/s/ Tianfu Yang
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Name: Tianfu Yang
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Title: Chief Executive Officer and Chairman of the Board
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Tech Full Electric Company Limited
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By:
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/s/ Tianfu Yang
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Name: Tianfu Yang
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Title: Director
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Tech Full Electric Acquisition, Inc.
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By:
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/s/ Tianfu Yang
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Name: Tianfu Yang
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Title: Director
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By:
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/s/ Tianfu Yang
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Name: Tianfu Yang
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Hero Wave Investments Limited
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By:
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/s/ Tianfu Yang
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Name: Tianfu Yang
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Title: Director
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Tianfu Investments Limited
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By:
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/s/ Tianfu Yang
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Name: Tianfu Yang
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Title: Director
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Abax Lotus Ltd.
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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Abax Nai Xin A Ltd.
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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Abax Global Opportunities Fund
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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Abax Upland Fund LLC
By: Abax Claremont Ltd.,
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its Managing Member
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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Abax Arhat Fund
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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Abax Global Capital (Hong Kong) Limited
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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AGC Asia 5 Ltd.
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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Prosper Expand Ltd.
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By: Abax Global Capital,
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its Investment Manager
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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Abax Emerald Ltd.
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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By:
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/s/ Tianli Yang
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Name: Tianli Yang
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Sea Giant Investments Limited
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By:
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/s/ Tianli Yang
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Name: Tianli Yang
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Title: Director
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By:
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/s/ Lanxiang Gao
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Name: Lanxiang Gao
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Acme Winner Group Limited
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By:
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/s/ Lanxiang Gao
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Name: Lanxiang Gao
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Title: Director
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(a)(1)
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Definitive Proxy Statement of Harbin Electric, Inc. filed with the Securities and Exchange Commission on September 29, 2011.
|
|
(a)(2)
|
Notice of Special Meeting of Stockholders of the Company, incorporated by reference to the Definitive Proxy Statement.
|
|
(a)(3)
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Form of Proxy Card included as Annex I to the Definitive Proxy Statement, incorporated by reference to the Definitive Proxy Statement.
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(a)(4)
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Supplement to Proxy Statement of Harbin Electric, Inc. filed with the Securities and Exchange Commission on October 11, 2011.
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(a)(5)
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Press release issued by Harbin Electric, Inc. dated September 29, 2011, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on September 29, 2011.
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(a)(6)
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Press release issued by Harbin Electric, Inc. dated October 17, 2011, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on October 17, 2011.
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(a)(7)
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Press release issued by Harbin Electric, Inc. dated October 18, 2011, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on October 18, 2011.
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(a)(8)
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Press release issued by Harbin Electric, Inc. dated October 21, 2011, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on October 21, 2011.
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(b)(1)
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Facility Agreement by and between Parent and China Development Bank, dated June 9, 2011, incorporated herein by reference to Exhibit 7.01 to Amendment No. 1 to the Schedule 13D filed by Tianfu Yang, Hero Wave Investments Limited, Holdco, Parent, Abax Lotus Ltd., Abax Nai Xin A Ltd., Abax Global Opportunities Fund, Abax Upland Fund LLC, Abax Arhat Fund, Abax Claremont Ltd., Abax Global Capital, Abax Global Capital (Hong Kong) Limited, AGC Asia 5 Ltd., Prosper Expand Ltd., Abax Emerald Ltd., and Xiang
Dong Yang on May 2, 2011.
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(b)(2)
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Equity Commitment Letter by Abax Global Capital and Abax Global Capital (Hong Kong) Limited in favor of Holdco, dated June 19, 2011, incorporated herein by reference to Exhibit 7.04 to the Schedule 13D filed by Tianfu Yang, Hero Wave Investments Limited, Holdco, Parent, Abax Lotus Ltd., Abax Nai Xin A Ltd., Abax Global Opportunities Fund, Abax Upland Fund LLC, Abax Arhat Fund, Abax Claremont Ltd., Abax Global Capital,
Abax Global Capital (Hong Kong) Limited, AGC Asia 5 Ltd., Prosper Expand Ltd., Abax Emerald Ltd., Xiang Dong Yang, Tianli Yang, Sea Giant Investments Limited, Zedong Xu, Victory Lake Investments Limited, Suofei Xu, Broad Globe Investments Limited, Lanxiang Gao and Acme Winner Group Limited on June 20, 2011 (the “Joint Schedule 13D”).
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(b)(3)
|
Note Purchase Agreement by and between Abax Emerald Ltd. and Holdco, dated June 19, 2011, incorporated by reference to Exhibit 7.05 to the Joint Schedule 13D.
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(b)(4)
|
Warrant Agreement by and between Abax Lotus Ltd. and Holdco, dated June 19, 2011, incorporated herein by reference to Exhibit 7.06 to the Joint Schedule 13D.
|
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(b)(5)
|
Contribution Agreement, dated as of June 19, 2011, by and between the Company, Parent, Holdco, Tianfu Yang, Tianli Yang, Zedong Xu, Suofei Xu and Lanxiang Gao, incorporated herein by reference to Exhibit 7.07 to the Joint Schedule 13D.
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(c)(1)
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Opinion of Morgan Stanley & Co. LLC to the Special Committee of the Board of Directors of the Company, dated June 19, 2011, incorporated herein by reference to Annex F of the Definitive Proxy Statement.
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(c)(2)
|
Opinion of Lazard Frères & Co. LLC to the Special Committee of the Board of Directors of the Company, dated June 19, 2011, incorporated herein by reference to Annex G of the Definitive Proxy Statement.
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(c)(3)
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Presentation Materials of Morgan Stanley & Co. LLC to the Special Committee of the Board of Directors of the Company, dated June 19, 2011, incorporated herein by reference to Exhibit (c)(3) to Amendment No. 3 to the Schedule 13E-3 filed on September 13, 2011.
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(c)(4)
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Presentation Materials of Lazard Frères & Co. LLC to the Special Committee of the Board of Directors of the Company, dated June 19, 2011, incorporated herein by reference to Exhibit (c)(4) to Amendment No. 3 to the Schedule 13E-3 filed on September 13, 2011.
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(c)(5)
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Presentation Materials of Morgan Stanley & Co. LLC to the Special Committee of the Board of Directors of the Company, dated June 13, 2011, incorporated herein by reference to Exhibit (c)(5) to Amendment No. 1 to the Schedule 13E-3 filed on August 15, 2011.
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(c)(6)
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Presentation Materials of Lazard Frères & Co. LLC to the Special Committee of the Board of Directors of the Company, dated June 13, 2011, incorporated herein by reference to Exhibit (c)(6) to Amendment No. 1 to the Schedule 13E-3 filed on August 15, 2011.
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(c)(7)
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Presentation Materials of Morgan Stanley & Co. LLC to the Special Committee of the Board of Directors of the Company, dated May 2, 2011, incorporated herein by reference to Exhibit (c)(7) to Amendment No. 1 to the Schedule 13E-3 filed on August 15, 2011.
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(c)(8)
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Presentation Materials of Lazard Frères & Co. LLC to the Special Committee of the Board of Directors of the Company, dated May 2, 2011, incorporated herein by reference to Exhibit (c)(8) to Amendment No. 1 to the Schedule 13E-3 filed on August 15, 2011.
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(c)(9)
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Vendor Due Diligence Report of Ernst & Young (China) Advisory Limited, dated February 8, 2011, incorporated herein by reference to Exhibit (c)(9) to Amendment No. 4 to the Schedule 13E-3 filed on September 29, 2011.
|
(d)(1)
|
Agreement and Plan of Merger, dated as of June 19, 2011, by and between the Company, Tech Full Electric Company Limited, a Cayman Islands exempted Company with limited liability, and Tech Full Electric Acquisition, Inc., a Nevada corporation, incorporated herein by reference to Annex A of the Definitive Proxy Statement.
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(d)(2)
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Limited Guarantee, dated as of June 19, 2011, by and between Tianfu Yang, Abax Global Opportunities Fund, AGC Asia 5 Ltd. and Prosper Expand Ltd. in favor of the Company, incorporated herein by reference to Annex B of the Definitive Proxy Statement.
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(d)(3)
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Voting Support Agreement, dated as of June 19, 2011, by and between the Company, Tech Full Electric Company Limited, and the stockholders of the Company listed on Schedule A thereto, incorporated herein by reference to Annex C of the Definitive Proxy Statement.
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(d)(4)
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Contribution Agreement, dated as of June 19, 2011, by and between the Company, Tech Full Electric Company Limited, Tianfu Investments Limited, and the stockholders of the Company listed on Schedule A thereto, incorporated herein by reference to Annex D of the Definitive Proxy Statement.
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(d)(5)
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Amendment to Agreement and Plan of Merger dated as of October 7, 2011 by and between the Company, Tech Full Electric Company Limited, a Cayman Islands exempted company with limited liability, and Tech Full Electric Acquisition, Inc., a Nevada corporation, incorporated herein by reference to Annex A-1 to the Supplement to Proxy Statement of Harbin Electric, Inc. filed with the Securities and Exchange Commission on October 11, 2011.
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(f)
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None.
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(g)
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None.
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This ‘SC 13E3/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 11/3/11 | 3, 4, 8-K, POS AM, SC 13D/A | ||
11/2/11 | 25-NSE | |||
11/1/11 | 4 | |||
10/29/11 | 8-K | |||
10/21/11 | 8-K, DEFA14A | |||
10/18/11 | 8-K, DEFA14A | |||
10/17/11 | 8-K, DEFA14A | |||
10/11/11 | 8-K, DEFA14A, SC 13E3/A | |||
10/7/11 | ||||
9/29/11 | 10-K/A, 8-K, DEFA14A, DEFM14A, SC 13E3/A | |||
9/13/11 | CORRESP, PRER14A, SC 13E3/A | |||
8/15/11 | 8-K, PRER14A, SC 13E3/A | |||
7/13/11 | PREM14A, SC 13E3 | |||
6/20/11 | 8-K, SC 13D, SC 13G | |||
6/19/11 | 8-K | |||
6/13/11 | ||||
6/9/11 | SC 13D/A | |||
5/2/11 | SC 13D | |||
2/8/11 | ||||
List all Filings |