Ossen Innovation Enters into Agreements to Acquire America-Asia Diabetes Research Foundation and to Spin-Off Existing Business
Upon completion of the Acquisition, the Company will indirectly own 90.27% of San MediTech. San MediTech's proprietary Dynamic Glucose Monitoring System ("DGMS") provides continuous, real-time monitoring of glucose level in diabetes patients.
In addition, the Company entered into an agreement (the "Spin-Off Agreement") to spin-off its existing pre-stressed steel manufacturing business, including all existing liabilities, immediately following the completion of the Acquisition. Pursuant to the Spin-Off Agreement, an entity affiliated with Dr.
An aggregate of 28,095,454 of the Company's shares will be deposited in escrow at the closing of the Acquisition including (i) 24,372,900 of such shares (the "earn-out shares") subject to forfeiture in the event that the post-combination company fails after the closing to achieve
It is anticipated that, following completion of the Acquisition and the Spin-Off (collectively, the "Transactions"), the Company's existing shareholders (excluding Dr. Tang) will retain an ownership interest of approximately 8.9% of the Company (or approximately 12.25% in the event that the earn-out shares are forfeited), current members of the Company's management or affiliates of the Company (excluding Dr. Tang) will own approximately 1.35% (or approximately 1.85% in the event that the earn-out shares are forfeited), and the selling shareholders of AADRF will own approximately 91.10%, of the outstanding equity of the Company (or approximately 87.75% in the event that the earn-out shares are forfeited).
The Transactions are subject to the satisfaction of customary closing conditions, including shareholder approvals and the Company's continued listing on the
The description of the Transactions contained herein is only a summary and is qualified in its entirety by reference to the Exchange Agreement and the Spin-Off Agreement, copies of which will be filed by the Company with the
Additional Information About the Transactions and Where to Find it
The Transactions will be submitted to shareholders of the Company for their approval. In connection with that approval, the Company intends to make available to shareholders a proxy statement containing information about the Transactions. The Company's shareholders are urged to read the proxy statement and any amendments thereto in connection with the Company's solicitation of proxies for the special meeting to be held to approve the Transactions, because these documents will contain important information about parties to the Agreement and the Transactions. Shareholders will also be able to obtain a free copy of the proxy statement, as well as other filings containing information about the Company, without charge, at the
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the Company's shareholders in respect of the Transactions. Information regarding the Company's directors and executive officers is available in its annual report on Form 20-F filed with the
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including risks outlined in the Company's public filings with the
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