Fushi Copperweld (FSIN) Enters 'Go Private' Deal for $9.50/Share

June 28, 2012 5:43 PM EDT
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Fushi Copperweld, Inc. (Nasdaq: FSIN) has entered into an Agreement and Plan of Merger (the "Merger Agreement") with entities affiliated with its Chairman and Co-Chief Executive Officer, Mr. Li Fu, and Abax Global Capital (Hong Kong) Limited ("Abax"), at a price of $9.50 per share in cash.

Under the terms of the Merger Agreement, each share of the Company's common stock that is issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $9.50 in cash without interest, except for shares owned by Mr. Fu, Abax and their respective affiliates, who currently beneficially own an aggregate of approximately 29.4% of the Company's outstanding shares.

The Company's Board of Directors, acting upon the unanimous recommendation of the Special Committee of the Board of Directors, which is comprised solely of independent and disinterested directors, approved and adopted the Merger Agreement and recommends that the Company's shareholders vote to approve the Merger Agreement.

The merger is subject to approval of the Merger Agreement by the Company's shareholders (including the approval of the holders of at least 60% of the outstanding Fushi shares not owned by Mr. Fu, Abax and their respective affiliates) and other customary closing conditions. The Company will schedule a special meeting of shareholders for the purpose of voting on the approval of the Merger Agreement. The transaction is currently expected to close in the fourth quarter of 2012. If completed, the merger will result in the Company becoming a privately-held company, and its common stock will no longer be listed on any public market.

BofA Merrill Lynch is serving as financial advisor to the Special Committee. Deutsche Bank is serving as financial advisor to Mr. Fu and Abax. Gibson, Dunn & Crutcher LLP is serving as legal advisor to the Special Committee. Loeb & Loeb LLP is serving as legal advisor to the Company. Skadden, Arps, Slate, Meagher & Flom is serving as legal advisor to Mr. Fu. Weil, Gotshal & Manges LLP is serving as legal advisor to Abax.

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