- Filing of certain prospectuses and communications in connection with business combination transactions (425)
28 Février 2011 - 6:53PM
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
Qiao Xing Universals Subsidiary to Hold Shareholder Meeting Regarding Proposed Privatization on
April 7, 2011
HUIZHOU, China, Feb.28, 2011 /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 U. S. Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the Proposed Offer (defined below) 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
) (XING),
one of the leading players in the
molybdenum-mining business as well as a company with meaningful size in the resources industry,
announced that its subsidiary Qiao Xing Mobile Communication Co., Ltd. (NYSE:
QXM
) (QXM) will hold
a shareholders meeting on April 7, 2011 (the Meeting) at which the shareholders of QXM (other
than XING the Minority Shareholders) will vote on the scheme of arrangement (the Scheme)
which was proposed by XING in September 2010. In December 2010, QXMs Board of Directors
authorized putting the Scheme to the Minority Shareholders for their consideration. Pursuant to
the Scheme, XING has proposed to acquire all of the outstanding ordinary shares of QXM other than
those shares held by XING (the Minority Shares) in exchange for 1.9 shares of XINGs common stock
plus US$0.80 in cash for each Minority Share (the Scheme Consideration). Key dates related to the
meeting are as follows:
|
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Record date February 28, 2011
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|
|
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Mailing of Schedule 13E-3 and other materials relating to the Meeting on or around
March 7, 2011
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|
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Meeting April 7, 2011
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XING plans to file an additional amendment to its Schedule 13E-3 with the U.S. Securities and
Exchange Commission (the SEC) setting forth the details relating to the meeting on or around
March 2, 2011. The Schedule 13E-3 will be included in the materials mailed to the Minority
Shareholders in advance of the Meeting, and contains additional information about QXM, XING and the
Scheme, which may be helpful to Minority Shareholders in evaluating the Scheme.
About Qiao Xing Universal Resources, Inc.
Qiao Xing Universal Resources, Inc. is a leading player in the molybdenum-mining industry with
meaningful size in the resources industry. XING focuses on mining and processing rare metal ores
and several strategically important base-metal ores, including molybdenum, copper, lead and zinc.
XING currently owns a 100% equity interest in Balinzuo Banner Xinyuan Mining Co., Ltd. and a 34.53%
equity interest in Chifeng Aolunhua Mining Co., Ltd, as well as the right to receive 100% of the
expected economic residual returns from Chifeng Haozhou Mining Co., Ltd.
XING was one of the first Chinese companies to be listed on NASDAQ (in 1999) as one of the leading
players in the telecommunication-terminal product business in China. In 2007, XING made the
strategic decision to diversify into the resources industry. Since then, XING has made several
acquisitions in the resources industry and divested its fixed-line and budget mobile phone
businesses. To reflect this change, XING changed its corporate name to Qiao Xing Universal
Resources, Inc., effective January 28, 2010.
XING continues to evaluate acquisition opportunities in the resources area to strengthen its
foothold in the industry. At the same time, XING is also working to divest its remaining
mobile-phone business through the proposed privatization of its QXM subsidiary, or via other
alternatives, to become a pure-play resources company.
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. These
include statements about our expectations, plans, objectives, assumptions, performance or future
events. In some cases, you can identify forward-looking statements by terminology such as
anticipate, estimate, plans, potential, projects, continuing, ongoing, expects,
management believes, we believe, we intend and similar expressions. These statements involve
estimates, assumptions and uncertainties that could cause actual results to differ materially from
those expressed. You should not place undue reliance on these forward-looking statements.
Forward-looking statements include all statements other than statements of historical facts, such
as statements regarding when XING will file an amendment to its Schedule 13E-3, when materials
relating to the Meeting will be mailed to shareholders, anticipated acquisitions, estimates of
revenue and profit, the privatization of QXM, anticipated mining capacity and production volumes,
long-term growth prospects for the resources industry, XING and value for XINGs shareholders, mine
development and capital expenditures, mine production and development plans, estimates of proven
and probable reserves and other mineralized material, expectations with respect to supply and
demand for mineral resources and XINGs transition to a pure resources company and bigger player
within the resources industry. Readers are cautioned that forward-looking statements are not
guarantees of future performance and actual results may differ materially from those projected,
anticipated or assumed in the 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 SEC. The Company does not
undertake any obligation to update any forward-looking statements. All information provided in this
press release is as of February 28, 2011.
Additional Information and Where to Find It
Qiao Xing Universal Resources, Inc. has filed a Schedule 13E-3 with the SEC in connection with its
proposed offer to acquire all of the outstanding shares of Qiao Xing Mobile Communication Co., Ltd
not currently owned by it by way of a Scheme of Arrangement (the Proposed Offer). XING intends to
file an amendment to its Schedule 13E-3 on or around March 2, 2011. This document 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 contains 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 is 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
is available 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:
Qiao Xing Universal Resources
Rick Xiao, Vice President
Phone: +86-752-282-0268
Email:
rick@qiaoxing.com
USA IR AGENCY
CCG Investor Relations Inc.
Mr. Ed Job, CFA
Phone: +86-1381-699-7314 (Shanghai)
Email: ed.job@ccgir.com
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