SHANGHAI, Aug. 15, 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, at an
extraordinary general meeting held today, the Company's
shareholders voted in favor of 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. Approximately 94.4% of the
Company's total outstanding ordinary shares voted in person or by
proxy at today's extraordinary general meeting. Of the
ordinary shares voted in person or by proxy at the extraordinary
general meeting, approximately 98.6% were voted in favor of the
proposal to adopt the Merger Agreement. The proposal to adopt
the Merger Agreement was also approved by approximately 96.5% of
the unaffiliated ordinary shares voted in person or by proxy at the
extraordinary general meeting, satisfying the "majority of the
minority" voting requirement set forth in the Merger Agreement.
The parties currently expect to complete the merger in
August 2011, subject to the
satisfaction or waiver of the conditions set forth in the Merger
Agreement. If completed, the proposed merger would result in
Chemspec becoming a privately held company and its American
Depository Shares would no longer be listed on the New York Stock
Exchange.
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.
Safe Harbor 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 Section 27A of the U.S.
Securities Act of 1933, as amended, and Section 21E of the U.S.
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 can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates" and similar statements. All
statements other than statements of historical fact in this press
release are forward-looking statements and involve certain risks
and uncertainties that could cause actual results to differ
materially from those in the forward-looking 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. 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; 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 the
Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances,
or changes in its expectations, except as may be required by law.
You are urged to consider these factors carefully in
evaluating the forward-looking statements contained herein and are
cautioned not to place undue reliance on such forward-looking
statements, which are qualified in their entirety by these
cautionary statements.
For further information, please
contact:
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Chemspec International
Ltd.
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In Shanghai
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Zixin Wang
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Tel: +86-21-63638108
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Email: ir@chemspec.com.cn
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SOURCE Chemspec International Limited