HUIZHOU, China, Sept. 8 /PRNewswire-Asia-FirstCall/ --
This press release is issued for information purposes only and
does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of the securities referred
to in this press release in any jurisdiction in contravention of
applicable law.
Neither the United States Securities and Exchange Commission nor
any state securities commission has approved or disapproved of the
Proposed Offer or securities to be issued in connection therewith,
or passed upon the adequacy or accuracy of this press release, or
the merits or fairness of the Proposed Offer. Any representation to
the contrary is a criminal offense.
Qiao Xing Universal Resources, Inc. (Nasdaq: XING, the "Company"
or "XING"), an emerging Chinese resources company headquartered in
Huizhou, Guangdong Province, today announced that it
has proposed to acquire all outstanding shares of Qiao Xing Mobile
Communication Co., Ltd (NYSE: QXM, or "QXMC") that it does not
currently own, by way of a Scheme of Arrangement (the "Proposed
Offer") under British Virgin
Islands law. The Proposed Offer, if completed, will result
in QXMC becoming a privately-held company. The Company currently
owns approximately 61.1% of the outstanding shares of QXMC.
The Company has proposed to issue 1.9 shares of its common stock
plus US$0.80 in cash per share to
shareholders of QXMC other than the Company (the "Minority
Shareholders"). The Company believes that the Proposed Offer is
fair and reasonable to the Minority Shareholders and in the best
interests of the shareholders of both QXMC and the Company. The
Company described the Proposed Offer in a letter dated September 8, 2010, addressed to a special
committee of the board of directors of QXMC comprised of directors
who are independent under the rules of the New York Stock Exchange
and are not affiliated with the Company (the "Special Committee").
The Company asked the Special Committee of QXMC to advise it
whether they believe they will be prepared to recommend to the
Minority Shareholders that they accept the Proposed Offer. If the
independent directors of QXMC are not prepared to recommend to the
Minority Shareholders that they accept the Proposed Offer, the
Company may proceed to make the Proposed Offer directly to the
Minority Shareholders. The Proposed Offer will be subject to
several conditions, including, without limitation, no fundamental
changes in QXMC's financial condition or results of operations,
requisite regulatory approvals, confirmatory diligence, all
requisite corporate approvals, including shareholder approvals, and
certain other conditions that will be described in the Scheme of
Arrangement document.
Mr. Ruilin Wu, the Company's
Chairman and Chief Executive Officer, said, "We firmly believe that
this transaction is in the best interest of both companies'
shareholders. QXMC is in stable financial condition but it has
faced a tough competitive environment and shrinking revenue. We
believe that by privatizing QXMC, we will be able to make the best
use of its balance sheet, which will provide us with strong
financial support for the implementation of our resources-focused
strategy. We have achieved initial success in the resources
industry with our Molybdenum mining business, which started
commercial production in the second half of 2009. Our goal is to
become a pure resource company with meaningful scale and we
continue to evaluate opportunities to expand our mining resources
in areas such as lead, zinc, copper and molybdenum."
About Qiao Xing Universal Resources, Inc.
Qiao Xing Universal Resources, Inc. is an emerging Chinese
resources company headquartered in Huizhou, Guangdong
Province, China. The
Company was previously one of the leading players of
telecommunication terminal products in China, but made the strategic decision to
diversify into the resources industry in 2007. In April 2009, the Company acquired the 100% equity
interest in China Luxuriance Jade
Company, Ltd ("CLJC"). CLJC, through its wholly owned Chinese
subsidiaries, owns the rights to receive the expected residual
returns from Chifeng Haozhou Mining Co., Ltd. ("Haozhou Mining"), a
large copper- molybdenum poly-metallic mining company in Inner
Mongolia, China. Since then, the
Company has further refined its strategy to become a pure resources
company and is actively seeking additional acquisition targets in
the resources industry.
Forward Looking Statements
This press release contains forward-looking statements. In some
cases, these forward-looking statements can be identified by words
or phrases such as "aim," "anticipate," "believe," "continue,"
"estimate," "expect," "intend," "is/are likely to," "may," "plan,"
"potential," "will" or other similar expressions. Statements that
are not historical facts, including, without limitation, statements
about Qiao Xing Universal Resources, Inc.'s beliefs and
expectations with respect to the Proposed Offer and its ability to
further its resource focused strategy, are forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward- looking
statement. Information regarding these factors is included in our
filings with the Securities and Exchange Commission. Qiao Xing
Universal Resources, Inc. does not undertake any obligation to
update any forward- looking statement, except as required under
applicable law. All information provided in this press release is
as of September 8, 2010.
Additional Information and Where to Find It
Qiao Xing Universal Resources, Inc. plans to file a Schedule
13E-3 with the United States Securities and Exchange Commission
(the "SEC") in connection with the Proposed Offer. The Schedule
13E-3 will contain additional information regarding the Proposed
Offer, including, without limitation, information regarding the
special meeting of shareholders of Qiao Xing Mobile Communication
Co., Ltd that will be called to consider the Proposed Offer. The
Schedule 13E-3 will contain important information about Qiao Xing
Universal Resources, Inc., Qiao Xing Mobile Communication Co., Ltd,
the Proposed Offer and related matters. Investors and shareholders
should read the Schedule 13E-3 and the other documents filed with
the SEC in connection with the Proposed Offer carefully before they
make any decision with respect to the Proposed Offer. A copy of the
Scheme of Arrangement with respect to the Proposed Offer will be an
exhibit to the Schedule 13E-3. The Proposed Offer is expected to be
exempt from the registration requirements of the United States
Securities Act of 1933 Act by virtue of the exemption provided by
Section 3(a)(10); however, it is possible that the offer may change
forms such that the exemption provided by Section 3(a)(10) may no
longer be available. In such a case Qiao Xing Universal Resources,
Inc. may file a Form F-4 with respect to the Proposed Offer.
The Schedule 13E-3 and all other documents filed with the SEC in
connection with the Proposed Offer will be available when filed
free of charge at the SEC's web site at www.sec.gov. Additionally,
the Schedule 13E-3 and all other documents filed with the SEC in
connection with the Proposed Offer will be made available to
investors or shareholders free of charge by calling or writing
to:
Company Contact:
Qiao Xing Universal Resources
Rick Xiao, Vice President
Phone: +86-752-282-0268
Email: rick@qiaoxing.com
Filing under Rule 425 under
the Securities Act of 1933
Filing by: Qiao Xing Universal Resources, Inc.
Subject Company: Qiao Xing Mobile Communication Co., Ltd
SEC File No. of Qiao Xing Mobile Communication Co., Ltd: 001-33430
SOURCE Qiao Xing Universal Resources, Inc.
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