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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 |
Document/Exhibit Description Pages Size
1: SC 13E3/A Amendment to Tender-Offer Statement by an Issuer - HTML 47K
Going-Private Transaction
2: EX-99.(A)-(15) Exhibit (A)-(15) HTML 11K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | Item 15 | ||||
| " | Additional Information | ||||
| " | Item 16 | ||||
| " | Exhibits | ||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 4)
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: x
| 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
| Item 15 | Additional Information | 1 |
| Item 16 | Exhibits | 2 |
C:
INTRODUCTION
This amendment no. 4 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”).
This Transaction Statement relates to that certain agreement and plan of merger dated as of December 17, 2020 (as amended on June 16, 2021) by and among the Parent, the Merger Sub and the Company (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.
This Amendment is being filed pursuant to Rule 13e-3(d) to report the results and other relevant information of the transaction that is the subject of the Transaction 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.
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Item 15 Additional Information
Item 15 is hereby amended and supplemented as follows:
On September 9, 2021 at 10:00 am (Beijing Time), an extraordinary general meeting of shareholders of the Company was held at the Company’s office at 518 Shangcheng Road, Floor 17, Pudong District, Shanghai, 200120, People’s Republic of China. At the extraordinary general meeting, the shareholders of the Company authorized and approved the Merger Agreement, the articles of merger and the plan of merger required to be filed with the Registrar of Corporate Affairs of the British Virgin Islands, substantially in the form attached as Appendix 1 to the Merger Agreement (the “Plan of Merger”), and the transactions contemplated by the Merger Agreement, including the Merger.
On September 9, 2021, the Company and Merger Sub filed the Plan of Merger with the Registrar of Corporate Affairs of the British Virgin Islands, which was registered by the Registrar of Corporate Affairs of the British Virgin Islands as of September 9, 2021, pursuant to which the Merger became effective on September 9, 2021 (the “Effective Time”).
At the Effective Time, each of the Company’s shares issued and outstanding prior to the Effective Time was cancelled and ceased to exist in exchange for the right to receive US$1.70 per Share in cash and without interest and (ii) each American depositary share (each an “ADS”) issued and outstanding immediately prior to the Effective Time, together with each Share represented by such ADS, was cancelled and ceased 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 by and among the Company, the Bank of New York Mellon), except for: (i) shares beneficially owned by Pujiang International Group Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the "Rollover Shares"), and (ii) 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 "Dissenting Shares", together with the Rollover Shares, the "Excluded Shares"). Each Excluded Share issued and outstanding immediately prior to the Effective Time was cancelled and ceased to exist, and no consideration would be delivered with respect thereto, provided that the Dissenting Shares would be paid with the payment resulting from the procedure in Section 179 of the BVI Companies Act, 2004, as amended.
On September 9, 2021, as part of the Merger, the Company also received resignation notices from each of Mr. Junhong Li, Ms. Yingli Pan, and Mr. Zhongcai Wu as directors of the Company. Mr. Wei Hua also resigned from his capacity as a director of the Company. As on September 9, 2021, the sole director of the Company became Mr. Liang Tang.
On September 9, 2021, the Company also requested that trading of its ADSs on the Nasdaq Capital Market (“Nasdaq”) be suspended. On September 10, Nasdaq filed a Form 25 with the Securities and Exchange Commission (the “SEC”) notifying the SEC of the delisting of the Company’s ADSs on Nasdaq and the deregistration of the Company’s registered securities. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in approximately ten days following the filing of the Form 25. The Company’s obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
C:
C: 1
| (a)-(1) | Proxy Statement of the Company, dated August 5, 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.* |
| (a)-(10) | Annual Report on Form 20-F for the year ended December 31, 2020 of the Company filed with the SEC on May 17, 2021.* |
| (a)-(11) | Press Release issued by the Company, dated June 16, 2021, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on June 16, 2021.* |
| (a)-(12) | Press Release issued by the Company, dated April 14, 2021, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on April 14, 2021.* |
C:
2
| (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.* |
| (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.* |
| (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. |
| * | Previously filed. |
C:
3
| 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: September 13, 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.)]
C:
| 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.)]
C:
| This ‘SC 13E3/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/13/21 | 6-K | ||
| 9/9/21 | ||||
| 6/16/21 | 6-K | |||
| 12/17/20 | 6-K | |||
| 6/30/20 | 6-K | |||
| List all Filings | ||||