- Filing of certain prospectuses and communications in connection with business combination transactions (425)
10 Septembre 2010 - 12:06PM
Edgar (US Regulatory)
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
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.
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Company Contact:
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Qiao Xing Universal Resources
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CCG Investor Relations Inc.
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Rick Xiao, Vice President
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Mr. Ed Job, CFA
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Phone: +86-752-282-0268
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Phone: +86-1381-699-7314 (Shanghai)
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Email: rick@qiaoxing.com
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Email: ed.job@ccgir.com
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Qiao Xing Universal Announces Proposal to Acquire All
Outstanding Shares of Qiao Xing Mobile
HUIZHOU, China September 8, 2010
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 QXMCs 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 Companys 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 SECs 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:
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Company Contact:
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Rick Xiao, Vice President
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Qiao Xing Universal Resources
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Phone: +86-752-282-0268
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Email: rick@qiaoxing.com
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