HARBIN, China, Aug. 15, 2011 /PRNewswire-Asia-FirstCall/ --
Harbin Electric, Inc., ("Harbin Electric" or the "Company"; Nasdaq:
HRBN), a leading developer and manufacturer of a wide array of
electric motors in the People's Republic
of China ("China"),
announced today that its Board of Directors has set September 13, 2011 as the record date for
stockholders entitled to receive notice of and to vote at its
upcoming Special Meeting of Stockholders (the "Record Date") to be
called to approve the Agreement and Plan of Merger, dated
June 19, 2011 ("Merger Agreement"),
with Tech Full Electric Company Limited, a Cayman Islands exempted company with limited
liability, wholly owned indirectly by Mr. Tianfu Yang, the Company's Chairman and Chief
Executive Officer ("Parent") and Tech Full Electric Acquisition,
Inc., a Nevada corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"). The
Company's Board of Directors has not yet established the date of
such Special Meeting. The Company will announce the date of
the Special Meeting once that date has been determined by its Board
of Directors.
In order to be able to exercise the right to vote all shares
held as of the Record Date, the Company strongly recommends that
stockholders contact their brokerage firm, bank custodian or other
nominee and request their shares not be on loan on the Record Date.
Stockholders should be aware that the right to vote shares of
our stock belongs to whoever has the shares as of the Record Date.
Stockholders should also be aware that any shares held in a
margin account are automatically eligible to be loaned out,
typically without notice to the stockholder.
Pursuant to the Merger Agreement, upon the terms and subject to
the conditions thereof, at the effective time of the merger, Merger
Sub will be merged with and into the Company, the Company will
become a wholly-owned subsidiary of the Parent and each of the
Company's shares of common stock issued and outstanding immediately
prior to the effective time of the merger (the "Shares") 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, a Cayman Islands company directly owning 100% of
the equity interest in Parent ("Tianfu Investments")). Currently,
the Purchasing Group collectively beneficially owns approximately
40.4% of the Company's outstanding shares of common stock.
As previously disclosed, in connection with and in order to fund
the proposed merger transaction, Parent has previously delivered to
the Company a fully-executed facility agreement between China
Development Bank and Parent providing for $400 million of debt financing and a
fully-executed note purchase agreement between Abax Emerald Ltd.
and Tianfu Investments providing for $25
million of mezzanine financing. Abax has also
delivered to Tianfu Investments an executed $38.8 million equity commitment letter and Parent
has delivered a fully-executed contribution agreement to the
Company whereby members of the Purchasing Group will contribute
12,695,384 shares of Company common stock to Parent (the equivalent
of an investment of approximately $304.7
million based on the per share merger consideration of
$24.00 per share).
This press release is not a proxy statement or a solicitation of
proxies from the holders of common stock of the Company. Any
solicitation of proxies will be made only by the proxy statement
that will be provided to the Company's stockholders. Investors and
security holders of the Company are urged to read the proxy
material because it contains important information about the
Company and the proposed going private transaction.
About Harbin Electric, Inc.
Harbin Electric, headquartered in Harbin, China, is a leading developer and
manufacturer of a wide array of electric motors with a focus on
innovative, customized, and value-added products. Its major product
lines include industrial rotary motors, linear motors, and
specialty micro-motors. The Company's products are purchased by a
broad range of domestic and international customers, including
those involved in the energy industry, factory automation, food
processing, packaging, transportation, automobile, medical devices,
machinery and tool manufacturing, chemical, petrochemical, as well
as in the metallurgical and mining industries. The Company operates
four manufacturing facilities in China located in Xi'an, Weihai, Harbin, and Shanghai.
Harbin Electric has built a strong research and development
capability by recruiting talent worldwide and through collaboration
with top scientific institutions. The Company owns numerous patents
in China and has developed
award-winning products for its customers. Relying on its own
proprietary technology, the Company developed an energy efficient
linear motor driven oil pump, the first of its kind in the world,
for the largest oil field in China. Its self-developed linear motor
propulsion system is powering China's first domestically-made
linear-motor-driven metro train. As China continues to grow its industrial base,
Harbin Electric aspires to be a leader in the industrialization and
technology transformation of the Chinese manufacturing sector. To
learn more about Harbin Electric, visit www.harbinelectric.com.
Safe Harbor Statement
The actual results of Harbin Electric, Inc. could differ
materially from those described in this press release. Detailed
information regarding factors that may cause actual results to
differ materially from the results expressed or implied by
statements in this press release may be found in the Company's
periodic filings with the U.S. Securities and Exchange Commission,
including the factors described in the section entitled "Risk
Factors" in its annual report on Form 10-K for the year ended
December 31, 2010. The Company does
not undertake any obligation to update forward-looking statements
contained in the press release. This press release contains
forward-looking information about the Company that is intended to
be covered by the safe harbor for forward-looking statements
provided by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical
facts. These statements can be identified by the use of
forward-looking terminology such as "believe," "expect," "may,"
"will," "should," "project," "plan," "seek," "intend," or
"anticipate" or the negative thereof or comparable terminology, and
include discussions of strategy, and statements about industry
trends and the Company's future performance, operations and
products.
A number of the matters discussed herein that are not historical
or current facts deal with potential future circumstances and
developments, in particular, whether and when the transactions
contemplated by the Merger Agreement will be consummated. The
discussion of such matters is qualified by the inherent risks and
uncertainties surrounding future expectations generally and also
may materially differ from actual future experience involving any
one or more of such matters. Such risks and uncertainties include:
any conditions imposed on the parties in connection with
consummation of the transactions described herein; adoption of the
Merger Agreement by our shareholders; satisfaction of various other
conditions to the closing of the transactions described herein; and
the risks that are described from time to time in our reports filed
with the SEC.
For investor and media
inquiries, please contact:
|
|
|
|
Christy Shue
|
|
Harbin Electric, Inc.
|
|
Executive VP, Finance &
Investor Relations
|
|
Tel: +1-631-312-8612
|
|
Email: IR@HarbinElectric.com
|
|
|
|
Linda Bergkamp
|
|
Christensen Investor
Relations
|
|
Tel: +1-480-614-3004
|
|
Email: lbergkamp@christensenir.com
|
|
|
SOURCE Harbin Electric, Inc.