SHENZHEN, China, Sept. 30, 2019 /PRNewswire/ -- Highpower
International, Inc. (NASDAQ: HPJ) ("Highpower" or the "Company"), a
developer, manufacturer, and marketer of lithium ion and
nickel-metal hydride (Ni-MH) rechargeable batteries, battery
management systems, and a provider of battery recycling, today
announced that it has filed definitive proxy materials with the
U.S. Securities and Exchange Commission in connection with the
Company's pending acquisition by HPJ Parent Limited ("Parent"), an
exempted company with limited liability incorporated under the laws
of the Cayman Islands and formed
for the benefit of a consortium consisting of Mr. Dang Yu (George) Pan, the Company's Chairman and
Chief Executive Officer and a stockholder of the Company, Mr.
Wen Liang Li, a director and
stockholder of the Company, Mr. Wen Wei
Ma, a stockholder of the Company, and Essence International
Capital Limited, a company incorporated in Hong Kong, through a merger of the Company
with a wholly-owned subsidiary of Parent (the "Merger"). Highpower
will commence mailing the proxy statement to its stockholders on or
about October 2, 2019.
The Highpower Special Meeting of Stockholders is scheduled to
take place on October 29, 2019 at
10:00 a.m. China Standard Time. The
meeting will be held at the Company's principal executive offices
located at Building A1, 68 Xinxia Street, Pinghu, Longgang,
Shenzhen, Guangdong, 518111, People's Republic of China. All stockholders
of record of Highpower common stock as of the close of business on
September 16, 2019 will be entitled
to vote their shares either in person or by proxy at the
stockholder meeting.
The Highpower Board of Directors believes this acquisition is in
the best interests of the Company and its stockholders, and
recommends that stockholders vote "FOR" the approval of the
definitive agreement and plan of merger (the "Merger Agreement")
and the Merger today.
As previously announced on June 28,
2019, the Merger will result in the Company becoming a
privately-held company, and its shares will no longer be listed on
the NASDAQ Global Market. The Merger, which is currently expected
to close during the fourth quarter, is subject to various closing
conditions, including the adoption of the Merger Agreement by
Highpower's stockholders and an affirmative vote of at least a
majority of all outstanding shares unaffiliated with the
consortium.
If Highpower stockholders have any questions or require
assistance in voting their shares of Highpower stock, they should
call Okapi Partners, LLC, Highpower's proxy solicitor for its
special meeting, toll-free at (877) 629-6357 or at (212)
297-0720.
About Highpower International, Inc.
Highpower International was founded in 2001 and produces
high-quality Nickel-Metal Hydride (Ni-MH) and lithium-based
rechargeable batteries used in a wide range of applications such as
E-bikes, energy storage systems, power tools, medical equipment,
digital and electronic devices, personal care products, and
lighting, etc. Highpower's target customers are Fortune 500
companies and top 10 companies in each vertical segment. With
advanced manufacturing facilities located in Shenzhen, Huizhou, and Ganzhou of China, Highpower is committed to clean
technology, not only in the products it makes, but also in the
processes of production. The majority of Highpower International's
products are distributed to worldwide markets. Additional
information about the Company can be found at
http://www.highpowertech.com and in documents filed with the U.S.
Securities and Exchange Commission (the "SEC"), which are available
on the SEC's website at http://www.sec.gov.
Cautionary Statement Regarding Forward-Looking
Statements
All statements included in this press release, other than
statements or characterizations of historical fact, are
forward-looking statements. These forward-looking statements are
based on our current expectations, estimates and projections about
our industry, management's beliefs, and certain assumptions made by
us, all of which are subject to change. Forward-looking statements
can often be identified by words such as "anticipates," "expects,"
"intends," "plans," "predicts," "believes," "seeks," "estimates,"
"may," "will," "should," "would," "could," "potential," "continue,"
"ongoing," similar expressions, and variations or negatives of
these words. These forward-looking statements are not guarantees of
future results and are subject to factors, risks, uncertainties and
assumptions that could cause our actual results to differ
materially and adversely from those expressed in any
forward-looking statement, including (but not limited to): (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement, (2) the
inability to consummate the Merger due to the failure to obtain
stockholder approval for the adoption of the Merger Agreement
(including the affirmative vote of at least a majority of all
outstanding Shares unaffiliated with the consortium) or the failure
to satisfy other conditions to completion of the proposed
transaction, (3) risks related to the disruption of management's
attention from the Company's ongoing business operations due to the
proposed transaction and (4) the effect of the announcement of the
proposed transaction on the Company's relationships with its
customers, suppliers and business generally.
The forward-looking statements included in this press release
speak only as of the date hereof. Additional discussions of factors
affecting the Company's business and prospects are reflected under
the caption "Risk Factors" and in other sections of the Company's
Annual Report on Form 10-K for the Company's fiscal year ended
December 31, 2018, and other filings
made with the SEC. The Company expressly disclaims any intent or
obligation to update any forward-looking statements, whether
written or oral, that may be made from time to time by or on behalf
of the Company or its subsidiaries, whether as a result of new
information, changed circumstances or future events, or for any
other reason.
Additional Information about the Proposed Transaction
In connection with the proposed transaction, the Company, on
September 27, 2019, filed with the
SEC and will furnish to the Company's stockholders a definitive
proxy statement and other relevant documents. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY,
THE MERGER AND RELATED MATTERS. The Company's stockholders also
will be able to obtain these documents, as well as other filings
containing information about the Company, the Merger and related
matters, without charge, from the SEC's website
(http://www.sec.gov). In addition, stockholders will also be able
to obtain these documents, without charge, by contacting the
Company or Okapi Partners, LLC at the following address and/or
telephone number:
Highpower
International, Inc.
Building A1, 68
Xinxia Street
Pinghu Town, Longgang
District
Shenzhen, Guangdong,
518111
People's Republic of
China
Attention: Investor
Relations Manager
Telephone: +86 755
8968 7255 / +1-909-214-2482
|
Okapi Partners,
LLC
1212 Avenue of the
Americas, 24th Floor
New York, New York
10036
+ 1 (212) 297-0720
(Main)
+ 1 (877) 629-6357
(Toll-Free)
Email:
info@okapipartners.com
|
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from the
Company's stockholders with respect to the Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the proxy statement and
other relevant documents filed with the SEC. Additional information
regarding the interests of such potential participants is included
in the proxy statement and the other relevant documents filed with
the SEC.
CONTACT:
Highpower International, Inc.
Sunny Pan
Chief Financial Officer
Tel: +86-755-8968-6521
Email: ir@highpowertech.com
Yuanmei Ma
Investor Relations Manager
Tel: +1-909-214-2482
Email: yuanmei@highpowertech.com
ICR, Inc.
Rose Zu
Tel: +1-646-931-0303
Email: ir@highpowertech.com
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SOURCE Highpower International, Inc.