BEIJING, July 18,
2022 /PRNewswire/ -- Fuwei Films (Holdings) Co., Ltd.
(Nasdaq: FFHL) ("Fuwei Films" or the "Company") and Baijiayun
Limited ("Baijiayun"), a video SaaS/PaaS, video cloud and software,
video AI and system solution provider, today announced that they
have entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Baijiayun will merge with a
wholly-owned subsidiary of the Company, with Baijiayun being the
surviving entity, and the issued and outstanding share capital of
Baijiayun will be cancelled in exchange for newly issued shares of
the Company on the terms and conditions set forth therein in a
transaction exempt from the registration requirements under the
Securities Act of 1933 (the "Transaction"). Upon consummation of
the Transaction, Baijiayun will become a wholly-owned subsidiary of
the Company.
Transaction Overview
Upon completion of the Transaction, the existing Baijiayun
shareholders and existing Company shareholders will own
approximately 96.79% and 3.21%, respectively, of the outstanding
shares of the combined company. Immediately prior to the completion
of the Transaction, the Company's ordinary shares will be divided
into two classes - Class A ordinary shares and Class B ordinary
shares - with different voting powers but equal economic rights.
Please refer to the Merger Agreement filed as Exhibits 99.2 hereto
for more details.
The Company's board of directors (the "Board") has unanimously:
(a) approved and declared advisable the Merger Agreement, the other
transaction documents and the Transaction, (b) determined that the
Merger Agreement, the other transaction agreements and the
Transaction are in the best interest of the Company and the
Company's shareholders, and (c) resolved to recommend that the
Company's shareholders vote to authorize and approve the Merger
Agreement, the other transaction agreements and the Transaction.
The board of directors of Baijiayun has approved the Merger
Agreement, the other transaction agreements to which it is a
party and the Transaction.
The Company and Baijiayun anticipate that the Transaction will
be completed in the fourth quarter of 2022, subject to the
satisfaction of closing conditions set forth in the Merger
Agreement, including among other things, receipt of Company
shareholder approval and regulatory approvals (if applicable) and
the continuous listing of the Company on the Nasdaq.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety to the full
text of the Merger Agreement, which are filed as Exhibits 99.2
hereto.
Baijiayun Overview
Baijiayun and its subsidiaries ("Baijiayun Group") is a
video-centric technology solution provider with core expertise in
SaaS/PaaS solutions. Baijiayun Group is committed to
delivering reliable, high-quality video experiences across devices
and localities and have grown rapidly since the inception in 2017.
Premised on its industry-leading video-centric technologies,
Baijiayun Group offers a wealth of video-centric technology
solutions including Video SaaS/PaaS, Video Cloud and Software,
Video AI and System Solutions. Baijiayun Group is catered to the
evolving communications and collaboration needs of enterprises of
all sizes and industry, which makes Baijiayun Group to be a
one-stop video technology solution provider.
About Fuwei Films
Fuwei Films conducts its business through its wholly-owned
subsidiary, Fuwei Films (Shandong)
Co., Ltd. ("Shandong Fuwei"). Shandong Fuwei develops, manufactures
and distributes high-quality plastic films using the biaxial
oriented stretch technique, otherwise known as BOPET film
(biaxially oriented polyethylene terephthalate). Fuwei's BOPET film
is widely used for packaging food, medicine, cosmetics, tobacco,
and alcohol, as well as in the imaging, electronics, and magnetic
products industries.
Safe Harbor
This press release contains certain "forward-looking
statements." These statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Statements that are not historical facts, including
statements about the pending transactions described herein, and the
parties' perspectives and expectations, are forward-looking
statements. Such statements include, but are not limited to,
statements regarding the proposed transaction, including the equity
values, the benefits of the proposed transaction, expected revenue
opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the
expected management and governance of the combined company, and the
expected timing of the transactions. The words "will," "expect,"
"believe," "estimate," "intend," "plan" and similar expressions
indicate forward-looking statements.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from the expectations as a
result of a variety of factors. Such forward-looking statements are
based upon management's current expectations and include known and
unknown risks, uncertainties and other factors, many of which are
hard to predict or control, that may cause the actual results,
performance, or plans to differ materially from any future results,
performance or plans expressed or implied by such forward-looking
statements. Risk factors that could contribute to such differences
include those matters more fully disclosed in the Company's reports
filed with the U.S. Securities and Exchange Commission which, among
other things, include the significant oversupply of BOPET films
resulting from the rapid growth of the Chinese BOPET industry
capacity, changes in the international market and trade barriers,
especially the uncertainty of the antidumping investigation and
imposition of an anti-dumping duty on imports of the BOPET films
originating from the People's Republic of
China ("China") conducted
by certain countries; uncertainty around coronavirus (COVID-19)
outbreak and the effects of government and other measures seeking
to contain its spread, uncertainty around U.S.-China trade war and its effect on the
Company's operation, fluctuations of the RMB exchange rate, and our
ability to obtain adequate financing for our planned capital
expenditure requirements; uncertainty as to our ability to
continuously develop new BOPET film products and keep up with
changes in BOPET film technology; risks associated with possible
defects and errors in our products; uncertainty as to our ability
to protect and enforce our intellectual property rights;
uncertainty as to our ability to attract and retain qualified
executives and personnel; and uncertainty in acquiring raw
materials on time and on acceptable terms, particularly in view of
the volatility in the prices of petroleum products in recent years;
the effect of the announcement of the transaction with Baijiayun on
the ability of the Company to retain and hire key personnel and
maintain relationships with customers, suppliers and others with
whom the Company or Baijiayun do business, or on the Company's or
Baijiayun's operating results and business generally; risks that
the transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
transaction; the ability of the parties to consummate the proposed
transaction on a timely basis or at all; the satisfaction of the
conditions precedent to consummation of the proposed transaction,
at all or in a timely manner; risks that the proposed transaction
may not close due to prohibition by a governmental entity; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the transaction documents; any
material adverse change with respect to the financial position,
performance, operations or prospects of the Company or Baijiayun;
changes in applicable laws and regulations; risks relating to the
combined company's ability to enhance its services and products,
execute its business strategy, expand its customer base and
maintain stable relationship with its business partners; and
business disruption following the transaction. The forward-looking
information provided herein represents the Company's estimates as
of the date of the press release, and subsequent events and
developments may cause the Company's estimates to change. The
Company specifically disclaims any obligation to update the
forward-looking information in the future. Therefore, this
forward-looking information should not be relied upon as
representing the Company's estimates of its future financial
performance as of any date subsequent to the date of this press
release.
A further list and description of risks and uncertainties can be
found in the proxy statement that will be filed with the SEC by the
Company in connection with the proposed transactions, and other
documents that the parties may file or furnish with the SEC, which
you are encouraged to read. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. Accordingly, you
are cautioned not to place undue reliance on these forward-looking
statements. Forward-looking statements relate only to the date they
were made, and Baijiayun, the Company and their subsidiaries and
affiliates undertake no obligation to update forward-looking
statements to reflect events or circumstances after the date they
were made except as required by law or applicable regulation.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the transactions described above and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Baijiayun or the Company, nor shall there be any
sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption
therefrom.
Participants in the Solicitation
The Company, Baijiayun and their respective directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of the Company in
connection with the proposed transaction. A list of the names of
such directors and executive officers and information regarding
their interests in the proposed business combination will be
included in the proxy statement pertaining to the proposed
transaction when it becomes available for the proposed
transaction.
Additional Information and Where to Find It
The Company will file with the SEC and mail to its shareholders
a proxy statement in connection with the proposed transaction.
Investors and security holders are urged to read the proxy
statement when it becomes available because it will contain
important information regarding the proposed arrangement. You may
access the proxy statement (when available) and other related
documents filed by the Company with the SEC at the SEC's website at
www.sec.gov. You also may obtain the proxy statement (when it is
available) and other documents filed by the Company with the SEC
relating to the proposed arrangement for free by accessing the
Company's website at fuweiholdings.com/cn/down.aspx.
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SOURCE Fuwei Films