Highpower International (HPJ) Subsidiary Enters Framework Agreement with ACOC on Share Purchase
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Highpower International (NASDAQ: HPJ) today disclosed in an SEC filing:
On August 30, 2016, Hong Kong Highpower Technology, Co. Ltd., wholly-owned subsidiary of Highpower International, Inc. (the “Company”) entered into a non-binding Cooperation Framework Agreement (the “Framework Agreement”) with Anshan Co-operation (Group) Co., Ltd. (“ACOC”) under which ACOC proposes to purchase newly issued shares of Shenzhen Highpower Technology Co., Ltd., Springpower Technology (Shenzhen) Co., Ltd. and Icon Energy System (Shenzhen) Co., Ltd., the Company’s subsidiaries organized in People's Republic of China (the "PRC"), for RMB540 million, or approximately US$80.7 million (based on an exchange rate of approximately $6.69 as of August 31, 2016). As a result of its purchase, ACOC would hold more than 50% in each PRC subsidiary. The Framework Agreement includes a 90 day exclusivity provision. The terms of the Framework Agreement supersedes the non-binding proposal from ACOC received by the Company in November 2015. A copy of the Framework Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The proposed transaction is subject to various conditions, including satisfactory completion of due diligence, compliance with applicable laws and definitive documentation. The proposed transaction is also subject evaluation by the Special Committee of the Company’s board of directors. No decisions have been made by the Special Committee. There can be no assurance that any definitive agreement will be executed or that this or any other transaction will be approved or consummated.
The information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being "furnished" and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
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