- Filing of certain prospectuses and communications in connection with business combination transactions (425)
21 Septembre 2010 - 10:44PM
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.
|
|
|
Company Contact:
|
|
|
Qiao Xing Universal Resources
|
|
CCG Investor Relations Inc.
|
Rick Xiao, Vice President
|
|
Mr. Ed Job, CFA
|
Phone: +86-752-282-0268
|
|
Phone: +86-1381-699-7314 (Shanghai)
|
Email: rick@qiaoxing.com
|
|
Email: ed.job@ccgir.com
|
Qiao Xing Universal Announces Extension of Time for Qiao
Xing Mobile to Respond to its Proposal to Acquire All
Outstanding Shares of Qiao Xing Mobile
HUIZHOU, China September 17, 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 determined to extend the time for the Special Committee
(defined below) to respond to its offer 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 to Wednesday, September 22,
2010. 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 had asked the Special Committee to advise it whether they believe they will be prepared
to recommend to the Minority Shareholders that they accept the Proposed Offer by Friday, September
17, 2010. The Special Committee has advised the Company that it is working expeditiously with its
advisers to evaluate the Proposed Offer, but needs additional time before responding. The Company
is pleased to hear that the Special Committee is continuing to evaluate the Proposed Offer and has
determined to extend the deadline for the Special Committee to respond to the Proposed Offer until
Wednesday, September 22, 2010. The Company believes that the Proposed Offer can be completed in a
more expeditious and cost-effective manner with the Special Committees cooperation. However, if
the Special Committee fails to respond to the Proposed Offer by Wednesday, September 22, 2010 or is
not prepared to recommend to the Minority Shareholders that they accept the Proposed Offer by that
time, the Company intends to proceed to make the Proposed Offer directly to the Minority
Shareholders.
Mr. Ruilin Wu, the Companys Chairman and Chief Executive Officer, said, We continue to firmly
believe that this transaction is in the best interest of both companies shareholders. We have
confidence in the long-term prospects of the natural resources industry and are consolidating our
resources to execute on 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, including the possibility that it may make the Proposed Offer
directly to the Minority Shareholders, 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. All information provided in this
press release is as of September 17, 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:
|
|
|
Company Contact:
|
|
Rick Xiao, Vice President
|
|
|
Qiao Xing Universal Resources
|
|
|
Phone: +86-752-282-0268
|
|
|
Email: rick@qiaoxing.com
|
###
Qiao Xing Mobile Communication Co., Ltd. Ordinary Shares (NYSE:QXM)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Qiao Xing Mobile Communication Co., Ltd. Ordinary Shares (NYSE:QXM)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025