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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/10/21 Ossen Innovation Co. Ltd. SC 13E3/A 3:7M Ossen Innovation Co. Ltd. Toppan Merrill/FA Acme Innovation Ltd. Dr. Liang Tang Elegant Kindness Ltd. New Ossen Group Ltd. New Ossen Innovation Ltd. Pujiang International Group Ltd. |
Document/Exhibit Description Pages Size
1: SC 13E3/A Amendment to Tender-Offer Statement by an Issuer - HTML 121K
Going-Private Transaction
2: EX-99.(A)-(1) Exhibit (A)-(1) HTML 1.15M
3: EX-99.(C)-(3) Exhibit (C)-(3) HTML 59K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 1)
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
Ossen Innovation Co., Ltd.
(Name of the Issuer)
Ossen Innovation Co., Ltd.
New Ossen Group Limited
New Ossen Innovation Limited
Acme Innovation Limited
Pujiang International Group Limited
Elegant Kindness Limited
Dr. Liang Tang
(Names of Persons Filing Statement)
Ordinary Shares, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
| Ossen Innovation Co., Ltd. | Dr. Liang Tang |
| c/o Wei Hua | New Ossen Group Limited |
| 518 Shangcheng Road, Floor 17 | New Ossen Innovation Limited |
| Pudong District, Shanghai, 200120 | Acme Innovation Limited |
| People’s Republic of China | Pujiang International Group Limited |
| Telephone: +86 (21) 6888-888 | Elegant Kindness Limited |
| 16/F, No. 518, Shangcheng Road | |
| Pudong District, Shanghai | |
| People’s Republic of China | |
| Telephone: +86 (21) 6888-888 | |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | |
| With copies to | |
| DLA Piper (UK) LLP | Wilson Sonsini Goodrich & Rosati |
| 20th Floor South Tower Beijing Kerry Center | Jin Mao Tower 38F, Unit 03-04 |
| No.1 Guanghua Road, Chaoyang District | 88 Century Boulevard |
| Beijing 100020, PRC | No. 2 Jianguomenwai Avenue |
| Attention: James Chang, Esq.; Yang Ge, Esq. | Pudong, Shanghai, 200121, China |
| Facsimile: +86 10 8520 0700 | Attention: Dan Ouyang, Esq.; Jie Zhu, Esq. |
| Facsimile: +86 21 6165 1799 | |
This statement is filed in connection with (check the appropriate box):
| ¨ | 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 filing of a registration statement under the Securities Act of 1933. |
| ¨ | A tender offer |
| x | None of the above |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a final amendment reporting the results of the transaction: ¨
| Calculation of Filing Fee | |
| Transactional Valuation* | Amount of Filing Fee** |
| US$11,459,887 | US$1,250.27 |
| * | 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 is calculated based on the sum of the aggregate cash payment for the proposed per share cash payment of US$1.70 for 6,741,110 issued and outstanding ordinary shares of the issuer subject to the transaction (the “Transaction Valuation”). |
| ** | The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2021, was calculated by multiplying the Transaction Valuation by 0.0001091. |
| ¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: N/A | Form or Registration No.: N/A |
| Filing Party: N/A | Date Filed: N/A |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.
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Table of Contents
Page
C:
INTRODUCTION
This amendment no. 1 to Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Ossen Innovation Co., Ltd., a company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), the issuer of the registered ordinary shares, par value of US$$0.01 per share (each, a “Share” and collectively, the “Shares”); (b) New Ossen Group Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”); (c) New Ossen Innovation Limited, a company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned Subsidiary of the Parent (“Merger Sub”); (d) Acme Innovation Limited, a company with limited liability incorporated under the laws of the British Virgin Islands ; (e) Pujiang International Group Limited, a company with limited liability incorporated under the laws of the Cayman Islands; (f) Elegant Kindness Limited, a company with limited liability incorporated under the laws of the British Virgin Islands; and (g) Dr. Liang Tang, the chairman of the board of directors of the Company (“Dr. Tang”).
On December 17, 2020, the Parent, the Merger Sub and the Company entered into an agreement and plan of merger (the “Merger Agreement”) providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving company after the Merger as a wholly-owned subsidiary of the Parent.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), except as described below, (i) each Share (other than Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$1.70 per Share in cash and without interest and (ii) each ADS issued and outstanding immediately prior to the Effective Time, together with each Share represented by such ADS, will be cancelled and cease to exist in exchange for the right to receive US$5.10 per ADS (less US$0.05 per ADS cancellation fee payable pursuant to the terms of the deposit agreement dated June 30, 2020 (the “Deposit Agreement”) by and among the Company, the Bank of New York Mellon (the “ADS depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder). The following Shares of the Company will not be converted into the right to receive the consideration described in the immediately preceding sentence: (a) Shares (including ADSs corresponding to such Shares) beneficially owned by the Rollover Shareholder (the “Rollover Shares”); (b) Shares (the “Dissenting Shares”) owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 179 of the BVI Business Companies Act, 2004, as amended (the “BVI Companies Act”) (the “Dissenting Shareholders”); and (c) Shares (if any) owned by the Company or any direct or indirect wholly-owned subsidiaries of the Company (or held in the Company’s treasury) and Shares held by the Parent or any of its subsidiaries ((a), (b) and (c) collectively, the “Excluded Shares”). Each Excluded Share (excluding the Dissenting Shares) issued and outstanding immediately prior to the Effective Time, will be cancelled and will cease to exist, and no merger consideration will be delivered with respect thereto. Each Dissenting Share will be cancelled at the effective time of the Merger for the right to receive the fair value of such Shares as determined in accordance with the provisions of the BVI Companies Act.
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The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including the authorization and approval by an affirmative vote of holders of Shares representing at least a majority of the of the outstanding Shares of the Company, present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company’s shareholders, which will be convened to consider the authorization and approval of the Merger Agreement, articles of merger and a plan of merger (the “Plan of Merger”) and the transactions contemplated by the Merger Agreement, including the Merger.
The Company will make available to its shareholders a proxy statement (the “proxy statement”, a preliminary copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote upon, among other proposals, a proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger. A copy of the Merger Agreement, together with the Plan of Merger substantially in the form attached as Appendix 1 to the Merger Agreement, is attached to the proxy statement as Annex A and is incorporated herein by reference. As of the date hereof, the proxy statement is in preliminary form and is subject to completion.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the proxy statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the proxy statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the proxy statement.
All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, has produced any disclosure with respect to any other Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.
The filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any other Filing Person, or that any other Filing Person is an “affiliate” of the Company within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.
The information set forth in the proxy statement under the following captions is incorporated herein by reference:
| · | “Summary Term Sheet” |
| · | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
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Item 2 Subject Company Information
(a) Name and Address. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
| · | “Summary Term Sheet - The Parties Involved in the Merger” |
(b) Securities. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
| · | “The Extraordinary General Meeting - Record Date; Shares and ADSs Entitled to Vote” |
| · | “The Extraordinary General Meeting - Shareholders and ADS Holders Entitled to Vote; Voting Materials” |
| · | “Security Ownership of Certain Beneficial Owners and Management of the Company” |
(c) Trading Market and Price. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
| · | “Market Price of the Company’s Shares and ADSs, Dividends and Other Matters - Market Price of the Shares and the ADSs” |
(d) Dividends. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
| · | “Market Price of the Company’s Shares and ADSs, Dividends and Other Matters - Dividend Policy” |
(e) Prior Public Offering. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
| · | “Transactions in the Shares and the ADSs - Prior Public Offerings” |
(f) Prior Stock Purchase. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
| · | “Transactions in the Shares and the ADSs” |
| · | “Special Factors - Related Party Transactions” |
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Item 3 Identity and Background of Filing Persons
| (a) | Name and Address. Ossen Innovation Co., Ltd. is the subject company. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - The Parties Involved in the Merger” |
| · | “Annex D - Directors and Executive Officers of Each Filing Person” |
| (b) | Business and Background of Entities. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - The Parties Involved in the Merger” |
| · | “Annex D - Directors and Executive Officers of Each Filing Person” |
| (c) | Business and Background of Natural Persons. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - The Parties Involved in the Merger” |
| · | “Annex D - Directors and Executive Officers of Each Filing Person” |
Item 4 Terms of the Transaction
(a)-(1) Material Terms – Tender Offers. Not applicable.
(a)-(2) Material Terms – Merger or Similar Transactions. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
| · | “Summary Term Sheet” |
| · | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| · | “Special Factors” |
| · | “The Extraordinary General Meeting” |
| · | “The Merger Agreement and Plan of Merger” |
| · | “Annex A - Agreement and Plan of Merger” |
| (c) | Different Terms. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Interests of the Company’s Executive Officers and Directors in the Merger” |
| · | “Special Factors - Interests of Certain Persons in the Merger” |
| · | “The Extraordinary General Meeting - Proposals to be Considered at the Extraordinary General Meeting” |
| · | “The Merger Agreement and Plan of Merger” |
| · | “Annex A - Agreement and Plan of Merger” |
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| (d) | Appraisal Rights. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Appraisal Rights of Shareholders” |
| · | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| · | “Special Factors - Appraisal Rights” |
| · | “Appraisal Rights” |
| · | “Annex C - BVI Business Companies Act, 2004 - Section 179” |
| (e) | Provisions for unaffiliated shareholders. The information set forth in the proxy statement the following caption is incorporated herein by reference: |
| · | “Provisions for Unaffiliated Security Holders” |
| (f) | Eligibility of Listing or Trading. Not applicable. |
Item 5 Past Contracts, Transactions, Negotiations and Agreements
| (a) | Transactions. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Special Factors - Interests of Certain Persons in the Merger” |
| · | “Special Factors - Related Party Transactions” |
| · | “Transactions in the Shares and the ADSs” |
| (b) | Significant Corporate Events. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Special Factors - Background of the Merger” |
| · | “Special Factors - Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| · | “Special Factors - Purpose of and Reasons for the Merger” |
| · | “Special Factors - Interests of Certain Persons in the Merger” |
| · | “The Merger Agreement and Plan of Merger” |
| · | “Annex A - Agreement and Plan of Merger” |
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| (c) | Negotiations or Contacts. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Special Factors - Background of the Merger” |
| · | “Special Factors - Plans for the Company after the Merger” |
| · | “Special Factors - Interests of Certain Persons in the Merger” |
| · | “The Merger Agreement and Plan of Merger” |
| · | “Annex A - Agreement and Plan of Merger” |
| (e) | Agreements Involving the Subject Company’s Securities. The information set forth in the proxy statement under the following captions incorporated herein by reference: |
| · | “Summary Term Sheet - Support Agreement” |
| · | “Summary Term Sheet - Equity Commitment Letter” |
| · | “Summary Term Sheet - Financing of the Merger” |
| · | “Special Factors - Background of the Merger” |
| · | “Special Factors - Plans for the Company after the Merger” |
| · | “Special Factors - Financing” |
| · | “Special Factors - Interests of Certain Persons in the Merger” |
| · | “Special Factors - Voting by the Rollover Shareholder at the Extraordinary General Meeting” |
| · | “The Merger Agreement and Plan of Merger” |
| · | “Transactions in the Shares and the ADSs” |
| · | “Annex A - Agreement and Plan of Merger” |
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Item 6 Purposes of the Transaction and Plans or Proposals
| (b) | Use of Securities Acquired. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet” |
| · | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| · | “Special Factors - Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| · | “Special Factors - Purpose of and Reasons for the Merger” |
| · | “Special Factors - Effect of the Merger on the Company” |
| · | “The Merger Agreement and Plan of Merger” |
| · | “Annex A - Agreement and Plan of Merger” |
(c)(1)-(8) Plans. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
| · | “Summary Term Sheet - The Merger” |
| · | “Summary Term Sheet - Purposes and Effects of the Merger” |
| · | “Summary Term Sheet - Plans for the Company after the Merger” |
| · | “Summary Term Sheet - Financing of the Merger” |
| · | “Summary Term Sheet - Interests of the Company’s Executive Officers and Directors in the Merger” |
| · | “Special Factors - Background of the Merger” |
| · | “Special Factors -Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| · | “Special Factors - Purpose of and Reasons for the Merger” |
| · | “Special Factors - Effect of the Merger on the Company” |
| · | “Special Factors - Plans for the Company after the Merger” |
| · | “Special Factors - Financing” |
| · | “Special Factors - Interests of Certain Persons in the Merger” |
| · | “The Merger Agreement and Plan of Merger” |
| · | “Annex A - Agreement and Plan of Merger” |
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Item 7 Purposes, Alternatives, Reasons and Effects
| (a) | Purposes. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Purposes and Effects of the Merger” |
| · | “Summary Term Sheet - Plans for the Company after the Merger” |
| · | “Special Factors - Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| · | “Special Factors - Purpose of and Reasons for the Merger” |
| (b) | Alternatives. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Special Factors - Background of the Merger” |
| · | “Special Factors - Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| · | “Special Factors - Position of the Buyer Group as to the Fairness of the Merger” |
| · | “Special Factors - Purpose of and Reasons for the Merger” |
| · | “Special Factors - Alternatives to the Merger” |
| · | “Special Factors - Effects on the Company if the Merger is not Completed” |
| (c) | Reasons. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Purposes and Effects of the Merger” |
| · | “Special Factors - Background of the Merger” |
| · | “Special Factors - Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| · | “Special Factors - Position of the Buyer Group as to the Fairness of the Merger” |
| · | “Special Factors - Purpose of and Reasons for the Merger” |
| · | “Special Factors - Effect of the Merger on the Company” |
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| (d) | Effects. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Purposes and Effects of the Merger” |
| · | “Special Factors - Background of the Merger” |
| · | “Special Factors - Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| · | “Special Factors - Effect of the Merger on the Company” |
| · | “Special Factors - Plans for the Company after the Merger” |
| · | “Special Factors - Effects on the Company if the Merger is not Completed” |
| · | “Special Factors - Effect of the Merger on the Company’s Net Book Value and Net Earnings” |
| · | “Special Factors - Interests of Certain Persons in the Merger” |
| · | “Special Factors - Material U.S. Federal Income Tax Consequences” |
| · | “Special Factors - Material PRC Income Tax Consequences” |
| · | “Special Factors - Material British Virgin Islands Tax Consequences” |
| · | “The Merger Agreement and Plan of Merger” |
| · | “Annex A - Agreement and Plan of Merger” |
Item 8 Fairness of the Transaction
(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the proxy statement under the following captions incorporated herein by reference:
| · | “Summary Term Sheet - Recommendations of the Independent Committee and the Board of Directors” |
| · | “Summary Term Sheet - Position of the Buyer Group as to the Fairness of the Merger” |
| · | “Summary Term Sheet - Interests of the Company’s Executive Officers and Directors in the Merger” |
| · | “Special Factors - Background of the Merger” |
| · | “Special Factors - Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| · | “Special Factors - Position of the Buyer Group as to the Fairness of the Merger” |
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| · | “Special Factors - Opinion of the Independent Committee’s Financial Advisor” |
| · | “Special Factors - Interests of Certain Persons in the Merger” |
| · | “Annex B - Opinion of Houlihan Lokey (China) Limited as Financial Advisor” |
| (c) | Approval of Security Holders. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Shareholder Vote Required to Authorize and Approve the Merger Agreement and Plan of Merger” |
| · | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| · | “The Extraordinary General Meeting - Vote Required” |
| (d) | Unaffiliated Representative. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Special Factors - Background of the Merger” |
| · | “Special Factors - Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| · | “Special Factors - Opinion of the Independent Committee’s Financial Advisor” |
| (e) | Approval of Directors. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Recommendations of the Independent Committee and the Board of Directors” |
| · | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| · | “Special Factors - Background of the Merger” |
| · | “Special Factors - Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| (f) | Other Offers. The information set forth in the proxy statement under the following caption since incorporated herein by reference: |
| · | “Special Factors - Background of the Merger” |
| · | “Special Factors - Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
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Item 9 Reports, Opinions, Appraisals and Negotiations
| (a) | Report, Opinion or Appraisal. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Opinion of the Independent Committee’s Financial Advisor” |
| · | “Special Factors - Background of the Merger” |
| · | “Special Factors - Opinion of the Independent Committee’s Financial Advisor” |
| · | “Annex B - Opinion of Houlihan Lokey (China) Limited as Financial Advisor” |
| (b) | Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Special Factors - Opinion of the Independent Committee’s Financial Advisor” |
| · | “Annex B - Opinion of Houlihan Lokey (China) Limited as Financial Advisor” |
| (c) | Availability of Documents. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| · | “Where You Can Find More Information” |
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive office of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.
Item 10 Source and Amount of Funds or Other Consideration
| (a) | Source of Funds. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Financing of the Merger” |
| · | “Special Factors - Financing” |
| · | “The Merger Agreement and Plan of Merger” |
| · | “Annex A - Agreement and Plan of Merger” |
| (b) | Conditions. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Financing of the Merger” |
| · | “Special Factors - Financing” |
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| (c) | Expenses. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| · | “Summary Term Sheet - Fees and Expenses” |
| · | “Special Factors - Fees and Expenses” |
| · | “The Merger Agreement and Plan of Merger - Expenses” |
| (d) | Borrowed Funds. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| · | “Summary Term Sheet - Financing of the Merger” |
| · | “Special Factors - Financing” |
| · | “The Merger Agreement and Plan of Merger - Financing” |
Item 11 Interest in Securities of the Subject Company
| (a) | Securities Ownership. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Share Ownership of the Company Directors and Officers and Voting Commitments” |
| · | “Special Factors - Interests of Certain Persons in the Merger” |
| · | “Security Ownership of Certain Beneficial Owners and Management of the Company” |
| (b) | Securities Transaction. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| · | “Transactions in the Shares and the ADSs” |
Item 12 The Solicitation or Recommendation
| (d) | Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Share Ownership of the Company Directors and Officers and Voting Commitments” |
| · | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| · | “Summary Term Sheet - Support Agreement” |
| · | “Special Factors - Support Agreement” |
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| · | “Special Factors - Voting by the Rollover Shareholder at the Extraordinary General Meeting” |
| · | “The Extraordinary General Meeting - Vote Required” |
| · | “Security Ownership of Certain Beneficial Owners and Management of the Company” |
| (e) | Recommendations of Others. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - Recommendations of the Independent Committee and the Board of Directors” |
| · | “Summary Term Sheet - Position of the Buyer Group as to the Fairness of the Merger” |
| · | “Summary Term Sheet - Share Ownership of the Company Directors and Officers and Voting Commitments” |
| · | “Special Factors - Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors” |
| · | “Special Factors - Position of the Buyer Group as to the Fairness of the Merger” |
| · | “The Extraordinary General Meeting - Our Board’s Recommendation” |
| (a) | Financial Information. The audited financial statements of the Company for the two years ended December 31, 2018 and 2019 are incorporated herein by reference to the Company’s Form 20-F for the year ended December 31, 2019, filed on May 18, 2020 (see page F-1 and following pages). The unaudited consolidated financial statements of the Company for the six months ended June 30, 2020 are incorporated herein by reference to press release included as exhibits to the Form 6-K furnished by the Company to the SEC on August 27, 2020. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Financial Information” |
| · | “Where You Can Find More Information” |
| (b) | Pro Forma Information. Not applicable. |
Item 14 Persons/Assets, Retained, Employed, Compensated or Used
| (a) | Solicitation or Recommendations. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| · | “The Extraordinary General Meeting” |
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| (b) | Employees and Corporate Assets. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| · | “Summary Term Sheet - The Parties Involved in the Merger” |
| · | “Special Factors - Interests of Certain Persons in the Merger” |
| · | “Annex D - Directors and Executive Officers of Each Filing Person” |
Item 15 Additional Information
| (a) | Other Material Information. The information contained in the proxy statement, including all annexes thereto, is incorporated herein by reference. |
| (a)-(1) | Preliminary Proxy Statement of the Company, dated , 2021. |
| (a)-(2) | Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement. |
| (a)-(3) | Form of Proxy Card, incorporated herein by reference to the proxy statement. |
| (a)-(9) | Annual Report on Form 20-F for the year ended December 31, 2019 of the Company filed with the Security and Exchange Commission on May 18, 2020. |
| (b) | Not Applicable. |
| (c)-(1) | Opinion of Houlihan Lokey (China) Limited, dated December 17, 2020, incorporated herein by reference to Annex B of the proxy statement. |
| (c)-(2) | Discussion materials prepared by Houlihan Lokey (China) Limited for discussion with the Independent Committee of the board of directors of the Company, dated December 17, 2020. |
| (c)-(3) | Preliminary discussion materials prepared by Houlihan Lokey (China) Limited for discussion with the Independent Committee of the board of directors of the Company, dated November 17, 2020. |
| (d)-(1) | Agreement and Plan of Merger, dated as of December 17, by and among the Company, Parent and Merger Sub incorporated herein by reference to Annex A to the proxy statement. |
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| (d)-(2) | Equity Commitment Letter, dated as of December 17, 2020, by Pujiang International Group limited in favor of the Parent, incorporated herein by reference to Annex G of the proxy statement. |
| (d)-(3) | Support Agreement, dated as of December 17, 2020, by and among Pujiang International Group Limited and the Parent, incorporated herein by reference to Annex E of the proxy statement. |
| (d)-(4) | Limited Guarantee, dated as of December 17, 2020, by Pujiang International Group Limited in favor of the Company, incorporated herein by reference to Annex F of the proxy statement. |
| (f)-(1) | Appraisal Rights, incorporated herein by reference to the section entitled “Appraisal Rights” in the proxy statement. |
| (f)-(2) | Section 179 of the BVI Business Companies Act, as amended, incorporated herein by reference to Annex C of the proxy statement. |
| (g) | Not applicable. |
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| SIGNATURES |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2021
| Ossen Innovation Co., Ltd. | ||
| By: | /s/ Wei Hua | |
| Name: | Wei Hua | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
| Pujiang International Group Limited | ||
| By: | /s/ Liang Tang | |
| Name: | Liang Tang | |
| Title: | Director | |
| Liang Tang | ||
| By: | /s/ Liang Tang | |
| Name: | Liang Tang | |
| New Ossen Group Limited | ||
| By: | /s/ Liang Tang | |
| Name: | Liang Tang | |
| Title: | Director | |
[Signature Page to Schedule 13E-3 (Ossen Innovation Co., Ltd.)]
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| New Ossen Innovation Limited | ||
| By: | /s/ Liang Tang | |
| Name: | Liang Tang | |
| Title: | Director | |
| Acme Innovation Limited | ||
| By: | /s/ Liang Tang | |
| Name: | Liang Tang | |
| Title: | Director | |
| Elegant Kindness Limited | ||
| By: | /s/ Liang Tang | |
| Name: | Liang Tang | |
| Title: | Director | |
[Signature Page to Schedule 13E-3 (Ossen Innovation Co., Ltd.)]
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| This ‘SC 13E3/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/10/21 | CORRESP | ||
| 12/17/20 | 6-K | |||
| 8/27/20 | 6-K | |||
| 6/30/20 | 6-K | |||
| 5/18/20 | 20-F | |||
| 12/31/19 | 20-F | |||
| 12/31/18 | 20-F, NT 20-F | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/13/21 Ossen Innovation Co. Ltd. SC 13E3/A 2:78K Ossen Innovation Co. Ltd. Toppan Merrill/FA 8/05/21 Ossen Innovation Co. Ltd. SC 13E3/A 3:7M Ossen Innovation Co. Ltd. Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/11/21 Ossen Innovation Co. Ltd. SC 13E3 3:6.8M Ossen Innovation Co. Ltd. Toppan Merrill/FA 12/17/20 Ossen Innovation Co. Ltd. 6-K 12/17/20 3:584K Toppan Merrill/FA 10/02/20 Ossen Innovation Co. Ltd. 6-K 10/02/20 2:18K Toppan Merrill/FA 9/22/20 Ossen Innovation Co. Ltd. 6-K 9/22/20 2:23K Toppan Merrill/FA 9/16/20 Ossen Innovation Co. Ltd. 6-K 9/16/20 2:30K Toppan Merrill/FA 8/27/20 Ossen Innovation Co. Ltd. 6-K 8/27/20 2:157K Toppan Merrill/FA 5/18/20 Ossen Innovation Co. Ltd. 20-F 12/31/19 90:9.6M Toppan Merrill/FA |