Ossen Innovation Announces Receipt of a Preliminary Non-Binding Proposal to Acquire the Company
The Board intends to form a special committee consisting of independent directors to consider the proposal. The Board expects that the special committee will retain independent advisors, including independent financial and legal advisors, to assist it in this process.
The Board cautions the Company's shareholders and others considering trading the Company's securities that the Board has just received the proposal letter and has not had an opportunity to carefully review and evaluate the proposal or make any decision with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any definitive agreement will be executed relating to the proposed transaction or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
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Preliminary Non-Binding Proposal to
The Board of Directors
Dear Board Members,
Pujiang International Group Limited, a
We believe that our Proposal provides an attractive opportunity for the Company's shareholders. The Proposal represents a premium of approximately 28.9% to the closing price of the Company's ADSs on
Set forth below are primary terms of our Proposal. We beneficially own approximately 65.9% of all the issued and outstanding shares in the Company, based on the Company's latest outstanding number of shares as publicly disclosed. We are confident in our ability to consummate the proposed Transaction as outlined in our Proposal.
1. Purchase Price. We propose to acquire all of the outstanding ordinary shares of the Company and the American Depositary Shares of the Company (each, an "ADS", representing three (3) ordinary shares of the Company). The consideration payable for each ADS to be acquired will be
2. Funding. We intend to fund the Transaction with a combination of our cash on hand and funds we can draw from existing debt facilities. We are confident of our ability to secure adequate funding for the Transaction in a timely manner.
3. Due Diligence. We believe that we will be in a position to complete customary due diligence for the Transaction in a timely manner and in parallel with the negotiation of the definitive agreements for the Transaction (the "Definitive Agreements").
4. Definitive Agreements. We are prepared to promptly negotiate and finalize the Definitive Agreements. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.
5. Process. We believe that the Transaction will provide superior value to the Company's shareholders. We recognize that the Company's Board of Directors will likely need to independently evaluate our Proposal and any alternative strategic option that the Company may pursue before the Company can make any determination.
6. No Binding Commitment. This Proposal constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Transaction or in connection with the Company's securities. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.
7. Governing Law. This Proposal shall be governed by, and construed in accordance with, the laws of the
We would like to express our commitment to working collaboratively with the Company to bring the Transaction to a successful and timely conclusion. Should you have any questions regarding our Proposal, please do not hesitate to contact us.
Pujiang International Group Limited