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Document/Exhibit Description Pages Size 1: SC 13E3/A Amendment to Form SC 13E3 HTML 220K
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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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þ
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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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(a)
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Name and Address: The name of the Company is Harbin Electric, Inc., a Nevada corporation. The Company’s executive offices are located at No. 9 Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu, Harbin Kai Fa Qu, Harbin, 150060, People’s Republic of China, telephone, (+86)-451-8611-6757.
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(b)
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Securities: The class of securities to which this Schedule 13E-3 relates is common stock, par value $0.00001 per share, of the Company, of which 31,434,168 shares were issued and outstanding as of September 12, 2011.
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(c)-(d)
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Trading Market and Price—Dividends: The information set forth in the Definitive Proxy Statement under the following caption is incorporated herein by reference:
“IMPORTANT INFORMATION REGARDING THE COMPANY—Market Price of the Company’s Common Stock and Dividend Information”
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(e)
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Prior Public Offerings:
The information set forth in the Definitive Proxy Statement under the following caption is incorporated herein by reference:
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions in Common Stock”
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(f)
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Prior Stock Purchases: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions in Common Stock”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Ownership of Common Stock by Certain Beneficial Owners and Directors and Executive Officers”
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(a)
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Name and Address: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET
“PARTIES INVOLVED IN THE MERGER”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Directors and Executive Officers of the Company”
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(b)
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Business and Background of Entities: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“PARTIES INVOLVED IN THE MERGER”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Directors and Executive Officers of the Company”
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(c)
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Business and Background of Natural Persons: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET
“PARTIES INVOLVED IN THE MERGER”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Directors and Executive Officers of the Company”
In addition, the additional information provided for the Abax Parties under Item 2(b) of this Schedule 13E-3 is incorporated herein by reference.
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(a)(1)
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Not applicable.
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(a)(2)
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Material Terms—Mergers or Similar Transactions: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Merger Consideration”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“SPECIAL FACTORS—Purposes and Reasons of the Buyer Group for the Merger”
“THE SPECIAL MEETING—Vote Required”
“THE SPECIAL MEETING—Stock Ownership and Interests of Certain Persons”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“SPECIAL FACTORS—Certain Material U.S. Federal Income Tax Consequences of the Merger for U.S. Holders”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
“ANNEX A-1—AMENDMENT TO AGREEMENT AND PLAN OF MERGER”
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(c)
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Different Terms: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“THE SPECIAL MEETING—Stock Ownership and Interests of Certain Persons”
“SPECIAL FACTORS—Financing of the Merger—Rollover Financing”
“SPECIAL FACTORS—Voting Support Agreement”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
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“ANNEX C—VOTING SUPPORT AGREEMENT”
“ANNEX D—CONTRIBUTION AGREEMENT”
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(d)
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Appraisal Rights: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“DISSENTER’S RIGHTS”
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(e)
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Provisions for Unaffiliated Security Holders: The information set forth in the Definitive Proxy Statement under the following caption is incorporated herein by reference:
“SPECIAL FACTORS—Provisions for Unaffiliated Stockholders”
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(f)
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Eligibility of Listing or Trading: Not applicable.
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(a)
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Transactions:
On July 28, 2010, the Company entered into a Loan Agreement, dated July 28, 2010, with Abax Emerald, pursuant to which Abax Emerald agreed to provide the Company with up to $15 million in loans at an interest rate equal to 10% per annum. The maturity date of the loans made pursuant to the Loan Agreement was January 28, 2011. On December 27, 2010, the Company repaid such loans in full.
On December 28, 2010, the Company made an advance of $1,517,000 to Tai Fu Industrial Co., Ltd., an entity owned by Tianfu Yang, the Company’s Chairman and Chief Executive Officer. The purpose of the advance was to accommodate an urgent cash need in connection with a transaction involving this related entity, and the advance was made under a guarantee to repay the Company within a few days. As of December 31, 2010, the advance was repaid in full.
The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“THE MERGER AGREEMENT”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Ownership of Common Stock by Certain Beneficial Owners and Directors and Executive Officers”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
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(b)
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Significant Corporate Events: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
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(c)
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Negotiations or Contacts: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
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(e)
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Agreements Involving the Subject Company’s Securities: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Plans for the Company after the Merger”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Voting Support Agreement”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
“ANNEX C—VOTING SUPPORT AGREEMENT”
“ANNEX D—CONTRIBUTION AGREEMENT”
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(b)
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Use of Securities Acquired: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Plans for the Company after the Merger”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
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(c)(1)–(8)
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Plans: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“SPECIAL FACTORS—Purposes and Reasons of the Buyer Group for the Merger”
“SPECIAL FACTORS—Plans for the Company after the Merger”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“SPECIAL FACTORS—Delisting and Deregistration of the Company’s Common Stock”
“THE MERGER AGREEMENT”
“IMPORTANT INFORMATION REGARDING THE COMPANY— Delisting and Deregistration of the Company’s Common Stock”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
“ANNEX B—LIMITED GUARANTEE”
“ANNEX C—VOTING SUPPORT AGREEMENT”
“ANNEX D—CONTRIBUTION AGREEMENT”
“ANNEX E—ABAX COMMITMENT LETTER”
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(a)
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Purposes: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“SPECIAL FACTORS—Purposes and Reasons of the Buyer Group for the Merger”
“SPECIAL FACTORS—Plans for the Company after the Merger”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
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(b)
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Alternatives: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“SPECIAL FACTORS—Opinion of Morgan Stanley & Co. LLC”
“SPECIAL FACTORS—Opinion of Lazard Frères & Co. LLC”
“SPECIAL FACTORS—Position of the Buyer Group Regarding the Fairness of the Merger”
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(c)
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Reasons: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“SPECIAL FACTORS—Opinion of Morgan Stanley & Co. LLC”
“SPECIAL FACTORS—Opinion of Lazard Frères & Co. LLC”
“SPECIAL FACTORS—Purposes and Reasons of the Buyer Group for the Merger”
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(d)
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Effects: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“SPECIAL FACTORS—Purposes and Reasons of the Buyer Group for the Merger”
“SPECIAL FACTORS—Position of the Buyer Group Regarding the Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company after the Merger”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“SPECIAL FACTORS—Certain Material PRC Tax Consequences of the Merger for U.S. Holders”
“SPECIAL FACTORS—Certain Material U.S. Federal Income Tax Consequences of the Merger for U.S. Holders”
“SPECIAL FACTORS—Delisting and Deregistration of the Company’s Common Stock”
“THE MERGER AGREEMENT”
“DISSENTER’S RIGHTS”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
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(a)–(b)
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Fairness; Factors Considered in Determining Fairness: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“SPECIAL FACTORS—Opinion of Morgan Stanley & Co. LLC”
“SPECIAL FACTORS—Opinion of Lazard Frères & Co. LLC”
“SPECIAL FACTORS—Position of the Buyer Group Regarding the Fairness of the Merger”
“ANNEX F—OPINION OF MORGAN STANLEY & CO. LLC”
“ANNEX G—OPINION OF LAZARD FRÈRES & CO. LLC”
The presentations dated June 19, 2011, June 13, 2011, and May 2, 2011, prepared by each of Morgan Stanley & Co. LLC and Lazard Frères & Co. LLC for the Special Committee, are attached hereto as Exhibits (c)(3)–(8) and are incorporated herein by reference.
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(c)
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Approval of Security Holders: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“THE SPECIAL MEETING—Record Date; Voting”
“THE SPECIAL MEETING—Vote Required”
“THE MERGER AGREEMENT—Conditions to the Merger”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
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(d)
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Unaffiliated Representative: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“SPECIAL FACTORS—Opinion of Morgan Stanley & Co. LLC”
“SPECIAL FACTORS—Opinion of Lazard Frères & Co. LLC”
“ANNEX F—OPINION OF MORGAN STANLEY & CO. LLC”
“ANNEX G—OPINION OF LAZARD FRÈRES & CO. LLC”
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(e)
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Approval of Directors: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
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(f)
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Other Offers: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
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(a)-(b)
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Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“SPECIAL FACTORS—Opinion of Morgan Stanley & Co. LLC”
“SPECIAL FACTORS—Opinion of Lazard Frères & Co. LLC”
“ANNEX F—OPINION OF MORGAN STANLEY & CO. LLC”
“ANNEX G—OPINION OF LAZARD FRÈRES & CO. LLC”
The presentations dated June 19, 2011, June 13, 2011, and May 2, 2011, prepared by each of Morgan Stanley & Co. LLC and Lazard Frères & Co. LLC for the Special Committee, are attached hereto as Exhibits (c)(3)–(8) and are incorporated herein by reference.
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(c)
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Availability of Documents: The information set forth in the Definitive Proxy Statement under the following caption is incorporated herein by reference:
“WHERE YOU CAN FIND MORE INFORMATION”
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(a)
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Source of Funds: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Financing of the Merger”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
“ANNEX D—CONTRIBUTION AGREEMENT”
“ANNEX E—ABAX COMMITMENT LETTER”
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(b)
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Conditions: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Financing of the Merger”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
“ANNEX D—CONTRIBUTION AGREEMENT”
“ANNEX E—ABAX COMMITMENT LETTER”
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(c)
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Expenses: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Estimated Fees and Expenses”
“THE MERGER AGREEMENT—Termination”
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“THE MERGER AGREEMENT—Expenses”
“THE MERGER AGREEMENT—Termination Fees”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
“ANNEX A-1—AMENDMENT TO AGREEMENT AND PLAN OF MERGER”
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(d)
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Borrowed Funds: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Financing of the Merger”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
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(a)
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Securities Ownership: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Ownership of Common Stock by Certain Beneficial Owners and Directors and Executive Officers”
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(b)
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Securities Transactions: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS—Background of the Merger”
“THE MERGER AGREEMENT”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions in Common Stock”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
In addition, Section 2(f) of this Schedule 13E-3 is incorporated by reference herein.
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(d)
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Intent to Tender or Vote in a Going-Private Transaction: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“THE SPECIAL MEETING—Record Date; Voting”
“SPECIAL FACTORS—Voting Support Agreement”
“SPECIAL FACTORS—Contribution Agreement”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“THE MERGER AGREEMENT”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Ownership of Common Stock by Certain Beneficial Owners and Directors and Executive Officers”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
“ANNEX C—VOTING SUPPORT AGREEMENT”
“ANNEX D—CONTRIBUTION AGREEMENT”
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(e)
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Recommendations of Others: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
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“THE SPECIAL MEETING—Recommendation of the Special Committee”
“THE SPECIAL MEETING—Recommendation of the Company Board of Directors”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“SPECIAL FACTORS—Opinion of Morgan Stanley & Co. LLC”
“SPECIAL FACTORS—Opinion of Lazard Frères & Co. LLC”
“SPECIAL FACTORS—Position of the Buyer Group Regarding the Fairness of the Merger”
“ANNEX F—OPINION OF MORGAN STANLEY & CO. LLC”
“ANNEX G—OPINION OF LAZARD FRÈRES & CO. LLC”
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| Item 13. | Financial Information. | ||
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(a)
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Financial Information: The audited consolidated financial statements of the Company for the year ended December 31, 2010 are incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The unaudited consolidated financial statements of the Company for the fiscal quarter ended June 30, 2011 are incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011.
The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“IMPORTANT INFORMATION REGARDING THE COMPANY—Financial Statements and Supplementary Financial Information”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Historical Selected Financial Data”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Ratio of Earnings to Fixed Charges”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Net Book Value Per Share”
“WHERE YOU CAN FIND MORE INFORMATION”
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(b)
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Pro Forma Information: Not applicable.
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| Item 14. | Persons/Assets, Retained, Employed, Compensated or Used. | |
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(a)
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Solicitations or Recommendations: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“THE SPECIAL MEETING—Solicitation of Proxies”
“THE SPECIAL MEETING—Recommendation of the Special Committee”
“THE SPECIAL MEETING—Recommendation of the Company Board of Directors”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“SPECIAL FACTORS—Estimated Fees and Expenses”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Use of Officers, Employees, and Corporate Assets in Connection with the Transaction”
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(b)
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Employees and Corporate Assets: The information set forth in the Definitive Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“THE SPECIAL MEETING—Solicitation of Proxies”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Use of Officers, Employees, and Corporate Assets in Connection with the Transaction”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Directors and Executive Officers of the Company”
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(b)
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Golden Parachute Compensation: The information set forth in the Definitive Proxy Statement under the following caption is incorporated herein by reference:
“SPECIAL FACTORS—Golden Parachute Compensation”
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(c)
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Other Material Information: The information contained in the Definitive Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference.
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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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(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.
|
|
|
(b)(2)
|
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”).
|
|
|
(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.
|
|
|
(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.
|
|
|
(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.
|
|
|
(c)(1)
|
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.
|
|
(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.
|
|
|
(c)(3)
|
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.
|
|
|
(c)(4)
|
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.
|
|
(c)(5)
|
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.
|
|
|
(c)(6)
|
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.
|
|
|
(c)(7)
|
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.
|
|
|
(c)(8)
|
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.
|
|
| (c)(9) | 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.
|
|
|
(d)(2)
|
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.
|
|
|
(d)(3)
|
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.
|
|
|
(d)(4)
|
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.
|
|
|
(d)(5)
|
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.
|
|
|
(f)
|
None.
|
|
|
(g)
|
None.
|
|
Harbin Electric, Inc.
|
|||
|
By:
|
/s/ Tianfu Yang | ||
|
Name: Tianfu Yang
|
|||
|
Title: Chief Executive Officer and Chairman of the Board
|
|||
|
Tech Full Electric Company Limited
|
|||
|
By:
|
/s/ Tianfu Yang | ||
|
Name: Tianfu Yang
|
|||
|
Title: Director
|
|||
|
Tech Full Electric Acquisition, Inc.
|
|||
|
By:
|
/s/ Tianfu Yang | ||
|
Name: Tianfu Yang
|
|||
|
Title: Director
|
|||
|
By:
|
/s/ Tianfu Yang | ||
|
Name: Tianfu Yang
|
|||
|
Hero Wave Investments Limited
|
|||
|
By:
|
/s/ Tianfu Yang | ||
|
Name: Tianfu Yang
|
|||
|
Title: Director
|
|||
|
Tianfu Investments Limited
|
|||
|
By:
|
/s/ Tianfu Yang | ||
|
Name: Tianfu Yang
|
|||
|
Title: Director
|
|||
|
Abax Lotus Ltd.
|
|||
|
By:
|
/s/ Xiang Dong Yang | ||
|
Name: Xiang Dong Yang
|
|||
|
Title: Director
|
|||
|
Abax Nai Xin A Ltd.
|
|||
|
By:
|
/s/ Xiang Dong Yang | ||
|
Name: Xiang Dong Yang
|
|||
|
Title: Director
|
|||
|
Abax Global Opportunities Fund
|
|||
|
By:
|
/s/ Xiang Dong Yang | ||
|
Name: Xiang Dong Yang
|
|||
|
Title: Director
|
|||
|
Abax Upland Fund LLC
By: Abax Claremont Ltd.,
|
|||
|
its Managing Member
|
|||
|
By:
|
/s/ Xiang Dong Yang | ||
|
Name: Xiang Dong Yang
|
|||
|
Title: Director
|
|||
|
Abax Arhat Fund
|
|||
|
By:
|
/s/ Xiang Dong Yang | ||
|
Name: Xiang Dong Yang
|
|||
|
Title: Director
|
|||
|
By:
|
/s/ Xiang Dong Yang | ||
|
Name: Xiang Dong Yang
|
|||
|
Title: Director
|
|||
|
By:
|
/s/ Xiang Dong Yang | ||
|
Name: Xiang Dong Yang
|
|||
|
Title: Director
|
|||
|
Abax Global Capital (Hong Kong) Limited
|
|||
|
By:
|
/s/ Xiang Dong Yang | ||
|
Name: Xiang Dong Yang
|
|||
|
Title: Director
|
|||
|
AGC Asia 5 Ltd.
|
|||
|
By:
|
/s/ Xiang Dong Yang | ||
|
Name: Xiang Dong Yang
|
|||
|
Title: Director
|
|||
|
Prosper Expand Ltd.
|
|||
| By: Abax Global Capital, | |||
| its Investment Manager | |||
|
By:
|
/s/ Xiang Dong Yang | ||
|
Name: Xiang Dong Yang
|
|||
|
Title: Director
|
|||
|
Abax Emerald Ltd.
|
|||
|
By:
|
/s/ Xiang Dong Yang | ||
|
Name: Xiang Dong Yang
|
|||
|
Title: Director
|
|||
|
By:
|
/s/ Xiang Dong Yang | ||
|
Name: Xiang Dong Yang
|
|||
|
By:
|
/s/ Tianli Yang | ||
|
Name: Tianli Yang
|
|||
|
Sea Giant Investments Limited
|
|||
|
By:
|
/s/ Tianli Yang | ||
|
Name: Tianli Yang
|
|||
|
Title: Director
|
|||
|
By:
|
/s/ Lanxiang Gao | ||
|
Name: Lanxiang Gao
|
|||
|
Acme Winner Group Limited
|
|||
|
By:
|
/s/ Lanxiang Gao | ||
|
Name: Lanxiang Gao
|
|||
|
Title: Director
|
|||
|
(a)(1)
|
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)
|
Form of Proxy Card included as Annex I to the Definitive Proxy Statement, incorporated by reference to the Definitive Proxy Statement.
|
|
|
(a)(4)
|
Supplement to Proxy Statement of Harbin Electric, Inc. filed with the Securities and Exchange Commission on October 11, 2011.
|
|
|
(b)(1)
|
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.
|
|
|
(b)(2)
|
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”).
|
|
|
(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.
|
|
|
(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.
|
|
|
(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.
|
|
|
(c)(1)
|
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.
|
|
|
(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.
|
|
(c)(3)
|
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.
|
|
|
(c)(4)
|
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.
|
|
(c)(5)
|
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.
|
|
|
(c)(6)
|
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.
|
|
|
(c)(7)
|
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.
|
|
|
(c)(8)
|
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.
|
|
| (c)(9) | 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.
|
|
|
(d)(2)
|
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.
|
|
|
(d)(3)
|
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.
|
|
|
(d)(4)
|
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.
|
|
|
(d)(5)
|
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.
|
|
|
(f)
|
None.
|
|
|
(g)
|
None.
|
| This ‘SC 13E3/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/11/11 | 8-K, DEFA14A | ||
| 10/7/11 | ||||
| 9/29/11 | 10-K/A, 8-K, DEFA14A, DEFM14A, SC 13E3/A | |||
| 9/13/11 | PRER14A, SC 13E3/A | |||
| 9/12/11 | ||||
| 8/15/11 | 8-K, PRER14A, SC 13E3/A | |||
| 7/13/11 | PREM14A, SC 13E3 | |||
| 6/30/11 | 10-Q, 10-Q/A | |||
| 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 | ||||
| 1/28/11 | ||||
| 12/31/10 | 10-K, 10-K/A | |||
| 12/28/10 | ||||
| 12/27/10 | ||||
| 7/28/10 | 8-K | |||
| List all Filings | ||||