Harbin Electric Enters Into Merger Agreement to Be Acquired for $24.00 per Share in Cash
HARBIN, China, June 20, 2011 /PRNewswire-Asia/ -- Harbin Electric, Inc. ("Harbin Electric" or the "Company"; NASDAQ: HRBN) Â today announced that it has entered into a definitive agreement and plan of merger (the "Merger Agreement") with Tech Full Electric Company Limited ("Parent"), a Cayman Islands company wholly owned indirectly by Mr. Tianfu Yang, the Company''s Chairman and Chief Executive Officer, and Tech Full Electric Acquisition, Inc. ("Merger Sub"), a Nevada corporation wholly owned by Parent.
Under the terms of the Merger Agreement, each of the Company''s shares (the "Shares") of common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $24.00 in cash without interest, except for Shares owned by Parent and Merger Sub (including shares to be contributed to Parent by Mr. Tianfu Yang, affiliates of Abax Global Capital ("Abax") and certain of the Company''s employees and officers (collectively, the "Purchasing Group") prior to the effective time of the merger pursuant to a contribution agreement between Parent, each member of the Purchasing Group and Tianfu Investments Limited ("Tianfu Investments"), a Cayman Islands company directly owning 100% of the equity interest in  Parent).  Collectively, the Purchasing Group beneficially owns approximately 40.6% of the outstanding Shares.
The Company''s Board of Directors, acting upon the unanimous recommendation of a special committee of the Board of Directors comprised of solely independent and disinterested directors (the "Special Committee") approved and adopted the Merger Agreement and recommended that the Company''s shareholders vote to approve the Merger Agreement. Â The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors, Morgan Stanley & Co. Incorporated and Lazard Freres & Co. LLC, and Gibson Dunn & Crutcher LLC. |