China Fire & Security Group, Inc. Shareholders Vote to Approve Merger
September 22 2011 - 9:51PM
China Fire & Security Group, Inc. (the "Company")
(Nasdaq:CFSG), a leading total solution provider of industrial fire
protection systems in China, announced today that, at the special
meeting of shareholders held today, the Company's shareholders
voted in favor of the proposal to adopt the previously announced
Agreement and Plan of Merger, dated May 20, 2011 (the "Merger
Agreement"), by and among the Company, Amber Parent Limited, an
exempted company incorporated in the Cayman Islands ("Parent"), and
Amber Mergerco, Inc., a Florida corporation and a wholly-owned
subsidiary of Parent ("Merger Sub"), providing for the merger of
Merger Sub with and into the Company (the "Merger"), with the
Company surviving the merger as a wholly-owned subsidiary of
Parent. Approximately 83.92% of the Company's total outstanding
shares of common stock entitled to vote at such meeting voted in
person or by proxy at the special meeting. Of the total
outstanding shares of the Company's common stock entitled to vote
at such meeting, approximately 83.04% were voted in favor of the
proposal to adopt the Merger Agreement. The proposal to adopt
the Merger Agreement was also approved by approximately 60.05% of
the shares of common stock outstanding held by unaffiliated
shareholders, satisfying the "majority of the minority" voting
requirement set forth in the Merger Agreement.
The parties currently expect to complete the merger in the last
quarter of 2011, subject to the satisfaction or waiver of the
conditions set forth in the Merger Agreement. If completed,
the proposed merger would result in the Company becoming a
privately held company and its common stock would no longer be
listed on the NASDAQ Capital Market.
About China Fire & Security Group, Inc.
China Fire & Security Group, Inc. is a leading total
solution provider of industrial fire protection systems in China.
Leveraging on its proprietary technologies, the Company is engaged
primarily in the design, manufacturing, sales and maintenance
services of a broad product portfolio including detectors,
controllers, and fire extinguishers. The Company owns a
comprehensive portfolio of patents covering fire detection, system
control and fire extinguishing technologies, and via its nationwide
direct sales force, has built a solid client base including major
companies in iron and steel, power, petrochemical and
transportation industries throughout China. For more
information about the Company, please go to
http://www.chinafiresecurity.com.
Safe Harbor Statement
This press release may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Such statements include, among others, those concerning
the expected timing of the completion of the merger, the parties'
ability to complete the merger considering the various closing
conditions, as well as all assumptions, expectations, predictions,
intentions or beliefs about future events. Forward-looking
statements can be identified by the use of forward-looking
terminology such as "will," "believes," "expects" or similar
expressions. Such information is based upon expectations of
our management that were reasonable when made but may prove to be
incorrect. All of such assumptions are inherently subject to
uncertainties and contingencies beyond our control and based upon
premises with respect to future business decisions, which are
subject to change. We do not undertake to update the
forward-looking statements contained in this press release.
Among others, the following risks, uncertainties and other
factors could cause actual results to differ from those set forth
in the forward-looking statements: the risk that the merger may be
delayed or may not be consummated; the risk that the Merger
Agreement may be terminated in circumstances that require us to pay
a termination fee; risks related to the diversion of management's
attention from our ongoing business operations; risks regarding the
failure of Parent to obtain the necessary financing to complete the
merger; the effect of the announcement of the proposed merger or
operational activities taken in anticipation of the merger on our
business relationships, operating results and business generally;
the outcome of any legal proceedings that have been or may be
instituted against us related to the Merger Agreement; the amount
of the costs, fees, expenses and charges related to the merger; and
risks related to obtaining the requisite consents to the merger.
For a description of additional risks and uncertainties that
may cause actual results to differ from the forward-looking
statements contained in this press release, see our most recent
Annual Report on Form 10-K filed with the Securities and Exchange
Commission ("SEC"), and our subsequent SEC filings. Copies of
filings made with the SEC are available through the SEC's
electronic data gathering analysis retrieval system at
http://www.sec.gov.
CONTACT: China Fire & Security Group, Inc.
Bin Gu, Investor Relations
Tel: +86-10-8441-7400
Email: ir@chinafiresecurity.com
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