SECURITIES AND EXCHANGE COMMISSION
WASHINGTON
DC 20549
__________________
SCHEDULE
13E-3
(RULE
13e-100)
TRANSACTION
STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND
RULE 13e-3 THEREUNDER
RULE
13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE
ACT OF 1934
__________________
American
Oriental Bioengineering, Inc.
(Name of the Issuer)
__________________
American
Oriental Bioengineering, Inc.
(Names
of Persons Filing Statement)
Common
Stock, par value $0.002 per share
(Title of Class of Securities)
028731404
(CUSIP Number of Class of Securities)
Mr.
Tony Liu
Chairman and Chief Executive Officer
1 Liangshuihe First
Avenue
Beijing Economic and Technology Development Area, E-Town
Beijing,
100176 PRC
+ 86-10-5982-2039
(Name,
Address, and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the
Persons Filing Statement)
with
copies to:
Mitchell S. Nussbaum
Loeb & Loeb LLP
345 Park
Avenue
New York, NY 10154
(212) 407-4000
__________________
This
statement is filed in connection with (check the appropriate box):
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a.
x
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The filing of solicitation materials or an
information statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Act of 1934.
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b.
o
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The filing of a registration statement under the Securities Act of
1933.
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c.
o
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A tender offer.
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d.
o
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
o
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Check
the following box if the filing fee is a final amendment reporting the results
of the transaction:
o
Calculation
of Filing Fee
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Transaction
Valuation(1)
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Amount
of Filing Fee(2)
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$3,753,580
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$483.46 (3)
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____________
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(1)
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Estimated maximum price to be paid in lieu of
issuance of fractional shares of common stock owned by holders as a
result of the reverse stock split.
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(2)
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Determined pursuant to Exchange Act Rule 0-11(b)(1), as amended by
multiplying the transaction value of $3,753,580 by .0001288, which is
$128.80 per $1,000,000.
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(3)
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Previously paid
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o
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Check the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration number,
or the Form or Schedule and the date of its filing.
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Amount
Previously Paid:
Form
or Registration No.:
Filing
Party:
Date
Filed:
INTRODUCTION
This Rule 13E-3 Transaction Statement (the
“Schedule 13E-3”), is being filed by American Oriental Bioengineering, Inc., a Nevada corporation (the “Company”),
with the Securities and Exchange Commission (the “SEC”), under Section 13(e) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and Rule 13e-3 promulgated thereunder, in connection with a proposed "going
private" transaction. After careful consideration, our Board of Directors (the “Board”) has concluded that the
costs associated with being a public reporting company in the U.S. are not justified by the benefits. The primary purpose of the
going private transaction is to reduce the number of record holders of the Company’s common shares, par value $0.002 per
share (the “Common Shares”) to fewer than 300 allowing the Company to deregister its Common Shares under Section 12(g)
of the Exchange Act and suspend its reporting obligations under Section 13(a) of the Exchange Act. After the termination of the
registration of our Common Shares and suspension of our duty to file periodic reports and other information with the Securities
and Exchange Commission (the “SEC”), we will no longer be subject to the reporting and related requirements under
the Exchange Act and we will cease to file reports and information with the SEC, as more fully described in the accompanying Proxy
Statement (the “Transaction”).
To accomplish the reduction in the number of
record holders of the Common Shares, the Company will effect a reverse stock split of the Common Shares, whereby each 501 shares
of Common Shares outstanding as of the effective date of the reverse stock split will be converted into one whole share of Common
Shares (the “Reverse Stock Split”). In lieu of issuing any fractional shares held by stockholders as a result of the
Reverse Stock Split, the Company will make a cash payment equal to $0.50 (the “Cash Payment”). Accordingly, stockholders
owning fewer than 501 pre-Reverse Stock Split shares will have no further interest in the Company, no longer be stockholders of
the Company and will be entitled to receive only the Cash Payment multiplied by the number of pre-Reverse Stock Split shares owned
by them. Stockholders owning at least 501 pre-Reverse Stock Split shares, who after the Reverse Stock Split will continue as stockholders,
but own a fractional share as a result of the Reverse Stock Split will receive a Cash Payment based on their pre-Reverse Stock
Split share equivalent of their fractional share. The total amount of funds necessary to make Cash Payments to stockholders in
connection with the Transaction and for related expenses is estimated to be approximately $4.1 million. The funds for the Transaction
will come from the Company’s cash on hand. Stockholders who receive cash in lieu of fractional shares will be entitled
to dissenter’s rights for the “fair value” of their fractional share under Nevada law.
Following the Reverse Stock Split, the Company
will have fewer than 300 stockholders of record. As a result, the Company will be eligible to, and intends to, suspend its reporting
obligations under Section 13(a) of the Exchange Act, after which time the Company will no longer be subject to the reporting requirements
under the Exchange Act.
Under Nevada law, the Board may implement
the Reverse Stock Split only with the approval of stockholders holding a majority of the voting power of the Common Shares. Therefore,
the board is soliciting proxies to seek approval of the Reverse Stock Split. The Reverse Stock Split will be conducted upon the
terms and subject to the conditions set forth in the Company’s proxy statement, which is incorporated by reference to Exhibit
(3)(a)(i) to this Schedule 13E-3 (the “Proxy Statement”). Contemporaneously with the filing of this Schedule
13E-3, the Company has also filed the Proxy Statement on Schedule 14A under the Exchange Act. The information contained in the
Proxy Statement, including all exhibits thereto, is hereby expressly incorporated herein by this reference. Capitalized terms
used but not defined herein shall have the meanings given to them in the Proxy Statement.
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Item
1.
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Summary Term Sheet.
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The information set forth in the Proxy
Statement under the caption “Summary Term Sheet” is incorporated herein by reference.
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Item
2.
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Subject
Company Information.
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Name and Address
. The information set
forth in the Proxy Statement under the caption “Company Information - The Company” is incorporated by reference.
Securities
. The information set forth
in the Proxy Statement under the caption “Company Information - Company Securities” is incorporated by reference.
Trading Market and Price
. The information
set forth in the Proxy Statement under the caption “Company Information - Company Securities” is incorporated
by reference.
Dividends
. The information set forth
in the Proxy Statement under the caption “Company Information - Company Securities” is incorporated by reference.
Prior Public Offerings
. None.
Prior Stock Purchases
. The information
set forth in the Proxy Statement under the captions “Company Information - Company Securities” is incorporated
by reference.
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Item
3.
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Identity
and Background of the Filing Person.
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Name and Address
. American Oriental
Bioengineering, Inc. is the filing person of this Schedule 13E - 3. The Company’s principal executive offices are located
at 1 Liangshuihe First Avenue, Beijing Economic and Technology Development Area, E-Town Beijing, 100176 PRC, and its telephone
number is + 86-10-5982-2039. The information set forth in the Proxy Statement under the captions “Company Information
- Security Ownership of Certain Beneficial Owners and Management” and “Company Information - Management” is
incorporated by reference.
Business and Background of Entities
.
None.
Business and Background of Natural Persons
.
The information set forth in the Proxy Statement under the caption “Company Information - Management” is incorporated
by reference.
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Item
4.
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Terms
of the Transaction.
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Material Terms
. The information set
forth in the Proxy Statement under the captions “Summary Term Sheet” and “Special Factors.”
Different Terms
. The information set
forth in the Proxy Statement under the captions “Special Factors - Effects of the Transaction” and “Other
Matters Relating to the Transaction - Potential Conflicts of Interests” is incorporated by reference.
Appraisal Rights
. The information set
forth in the Proxy Statement under the caption “Other Matters Related to the Transaction - Dissenters’ Rights”
is incorporated by reference.
Provisions for Unaffiliated Security Holders
.
The Company has not made any provision to grant its unaffiliated stockholders access to the corporate files of the Company or to
obtain counsel or appraisal services for such unaffiliated stockholders at the expense of the Company.
Eligibility for Listing or Trading
. Not
applicable.
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Item
5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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Transactions
. The information set forth
in the Proxy Statement under the caption “Company Information – Certain Relationships and Related Party Transactions”
is incorporated by reference.
Significant Corporate Events
. None.
Negotiations or Contacts
. None
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Agreements Involving the Company’s
Securities
. None.
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Item
6.
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Purposes
of the Transaction and Plans or
Proposals.
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Use of Securities Acquired
. The fractional
shares of Common Shares acquired by the Company in the Reverse Stock Split will be cancelled and returned to the status of authorized
but unissued shares.
(c)(1) - (c)(8)
Plans
. The transaction
is a Reverse Stock Split. The information set forth in the Proxy Statement under the caption “Special Factors - Purpose
of the Transaction” is incorporated by reference.
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Item
7.
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Purposes, Alternatives, Reasons and
Effects.
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Purposes
. The information set forth
in the Proxy Statement under the captions “Special Factors - Purpose of the Transaction” and “Special
Factors - Background of the Transaction” is incorporated by reference.
Alternatives
. The information set forth
in the Proxy Statement under the caption “Special Factors - Background of the Transaction” is incorporated
by reference.
Reasons
. The information set forth in
the Proxy Statement under the caption “Special Factors - Reasons for the Transaction” is incorporated by reference.
Effects
. The information set forth in
the Proxy Statement under the captions “Special Factors - Effects of the Transaction on the Company” and “Other
Matters Related to the Transaction – Certain Material U.S. Federal Income Tax Consequences” is incorporated by reference.
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Item
8.
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Fairness
of the Transaction.
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Fairness
. The information set forth
in the Proxy Statement under the caption “Special Factors - Fairness of the Transaction” is incorporated by
reference.
Factors Considered in Determining Fairness
.
The information set forth in the Proxy Statement under the captions “Special Factors—Summary of Fairness Opinion”
and “Special Factors - Fairness of the Transaction” is incorporated by reference.
Approval of Security Holders
. The information
set forth in the Proxy Statement under the caption “Other Matters Related to the Transaction - Stockholder Approval”
is incorporated by reference.
Unaffiliated Representative
. No one retained
any unaffiliated representative to act solely on behalf of unaffiliated security holders for any purpose. The information set forth
in the Proxy Statement under the caption “Special Factors - Fairness of the Transaction” is incorporated by reference.
Approval of Directors
. The information
set forth in the Proxy Statement under the caption “Special Factors - Fairness of the Transaction” is incorporated
by reference.
Other Offers
. None.
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Item 9
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Reports, Opinions, Appraisals
and Negotiations
.
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Report, Opinion or Appraisal
. The information
set forth in the Proxy Statement under the captions “Questions and Answers About the Transaction,” “
“Special Factors—Fairness of the Transaction and in Exhibit (c) hereto is incorporated herein by reference.
Preparer and Summary of the Report, Opinion
or Appraisal
. The information set forth in the Proxy under the captions “Questions and Answers About the Transaction,”
“Special Factors—Fairness of the Transaction” and in Exhibit (c) hereto is incorporated herein by reference.
Availability of Documents
. The information
set forth in the Proxy Statement under the caption “Special Factors—Summary of Fairness Opinion” is incorporated
herein by reference.
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Item 10
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Source and Amounts of Funds or
Other Consideration
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(a)-(d)
Source of Funds; Conditions; Expenses;
Borrowed Funds
. The information set forth in the Proxy Statement under the caption “Other Matters Related to
the Transaction - Source and Amount of Funds” is incorporated by reference.
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Item
11.
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Interest
in Securities of the Subject Company
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Securities Ownership
. The information
set forth in the Proxy Statement under the caption “Company Information - Security Ownership of Certain Beneficial
Owners and Management” is incorporated by reference.
Securities Transactions
. None.
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Item
12
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The
Solicitation or Recommendation
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Intent
to Tender or Vote in a Going-Private Transaction
. Not Applicable.
Recommendation
of Others
. Not applicable.
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Item
13.
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Financial
Information
.
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Financial information
. The information
set forth in the Proxy Statement under the caption “Financial and Other Information” is incorporated by reference.
Pro Forma information
. Not applicable.
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Item
14.
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Persons/Assets,
Retained, Employed, Compensated or Used
.
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(a)-(b)
Solicitations or Recommendations; Employees and Corporate Assets
. Not
applicable.
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Item 15.
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Additional
Information.
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Other Material Information
. The information
set forth in the Proxy Statement and each Exhibit thereto is incorporated by reference.
(a)
(3)(i)
Proxy Statement to be mailed to stockholders of the Company (incorporated by reference to the Schedule 14A filed
with the SEC on February 14, 2014) ;
(a)(5)(i) Financial statements and notes thereto
included in the Annual Report on Form 10-K for the year ended December 31, 2012 (incorporated by reference to such report filed
with the SEC on June 11, 2013);
(a)(5)(ii) Financial statements and notes thereto
included in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (incorporated by reference to such
report filed with the SEC on January 30, 2014 ).
(b) Not applicable.
(c) The opinion of Roth Capital Partners, LLC,
dated October 24, 2013, attached as Exhibit A to the Proxy Statement, is incorporated herein by reference.
(d) Not applicable
(e) Not applicable
(f) Summary of Dissenters’ Rights (included
in the Proxy Statement under the caption “Other Matters Related to the Transaction - Dissenters’ Rights”);
Sections 92A.300 to 92A.500 of the Nevada Revised Statutes (included as Annex B to the Information Statement).
(g) Not applicable.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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AMERICAN ORIENTAL BIOENGINEERING, INC.
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By:
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/s/ Tony
Liu
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Name: Tony Liu
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Title: Chairman and Chief Executive Officer
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Date: February 14, 2014