SHANGHAI, July 11, 2011 /PRNewswire-Asia-FirstCall/ --
Chemspec International Limited (NYSE: CPC; "Chemspec" or the
"Company", incorporated in the Cayman
Islands), a leading China-based contract manufacturer of
highly-engineered specialty chemicals, announced today that it has
called an extraordinary general meeting of shareholders (the
"EGM"), to be held at 9:30 a.m.
(Shanghai time) on Monday, August 15, 2011, at the Company's offices
at No. 200, Wu Wei Road, Shanghai
200331, the People's Republic of
China, to consider and vote on the proposal to adopt the
previously announced agreement and plan of merger, dated as of
March 21, 2011, by and among Halogen
Limited ("Parent"), a Cayman
Islands company beneficially owned by Dr. Jianhua Yang, chairman of the board of directors
and chief executive officer of the Company, and Primavera Capital
(Cayman) Fund I L.P., Halogen Mergersub Limited, a Cayman Islands company wholly owned by Parent
("Merger Sub"), the Company and Dr. Jianhua
Yang (the "Merger Agreement"), pursuant to which Merger Sub
will be merged with and into Chemspec with Chemspec surviving the
merger as a wholly owned subsidiary of Parent. If completed,
the proposed merger would result in Chemspec becoming a privately
held company and its American Depository Shares ("ADSs") would no
longer be listed on the New York Stock Exchange. The
Company's board of directors, acting upon the unanimous
recommendation of the independent committee formed by the board of
directors, approved the Merger Agreement and resolved to recommend
that the Company's shareholders vote to adopt the Merger
Agreement.
Shareholders of record as of the close of business in the
Cayman Islands on Friday, August 5, 2011 will be entitled to vote
at the EGM. The record date for ADS holders entitled to
instruct Citibank, N.A., the ADS depositary, to vote the shares
represented by the ADSs, is the close of business in New York City on July
11, 2011. Additional information regarding the EGM and
the Merger Agreement can be found in the Transaction Statement on
Schedule 13E-3, and the proxy statement attached as Exhibit
99(a)(1) thereto, filed with the Securities and Exchange Commission
("SEC"), which can be obtained from the SEC's website
(http://www.sec.gov). In addition, shareholders and ADS
holders will receive the definitive proxy statement by mail and
requests for additional copies of the definitive proxy statement
should be directed to Okapi Partners LLC, the Company's proxy
solicitor, toll free at +1 855 208 8903 (or +1 212 297 0720 outside
of the United States).
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND
IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About Chemspec
Chemspec is a leading China-based contract manufacturer of highly
engineered specialty chemicals as well as fluorinated specialty
chemicals. In manufacturing specialty chemicals, Chemspec
also provides process design and process development services,
which enable efficient and rapid production of specialty chemicals
that are incorporated into the products of Chemspec's end users.
Chemspec's customers and end users include electronics,
pharmaceutical and agrochemical companies. For more
information, please visit http://www.chemspec.com.cn.
Forward-Looking Statements
Statements about the expected timing, completion and effects of
the proposed merger, and all other statements in this press release
other than historical facts, constitute forward-looking statements
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue reliance on these forward-looking
statements, each of which is qualified in its entirety by reference
to the following cautionary statements. Forward-looking
statements speak only as of the date hereof and are based on
current expectations and involve a number of assumptions, risks and
uncertainties that could cause actual results to differ materially
from those projected in the forward-looking statements. 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 and the
expected date of the EGM. 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; approval of the proposed merger and adoption of
the Merger Agreement by our shareholders; satisfaction of various
other conditions to the closing of the proposed merger and the
other transactions contemplated by the Merger Agreement; and the
risks that are described from time to time in our reports filed
with the SEC, including our Form 20-F for the year ended
December 31, 2010. This press release speaks only as of
its date, and we disclaim any duty to update the information
herein.
For further information, please contact:
Chemspec International Ltd.
In Shanghai
Zixin Wang
Tel: +86-21-63638108
Email: ir@chemspec.com.cn
SOURCE Chemspec International Limited