Additional Proxy Soliciting Materials (definitive) (defa14a)
September 30 2019 - 2:39PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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September 30, 2019
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HIGHPOWER INTERNATIONAL, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-34098
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20-4062622
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Building A1, Luoshan Industrial Zone, Shanxia,
Pinghu, Longgang, Shenzhen, Guangdong, 518111, China
(Address,
including zip code, of principal executive offices)
Registrant’s telephone number, including area code
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(86) 755-89686238
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(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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HPJ
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Nasdaq Stock Market LLC (Nasdaq Global Market)
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Preferred Stock Purchase Rights
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HPJ
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Nasdaq Stock Market LLC (Nasdaq Global Market)
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
On September 30, 2019, the Company issued
a press release relating to the filing of the Company’s definitive proxy statement for its special meeting to be held on
October 29, 2019 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”).
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking
Statements
All statements included in this Form 8-K,
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
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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
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Participants in the Proposed Transaction
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.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 30, 2019
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Highpower International, Inc.
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/s/
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Shengbin (Sunny) Pan
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By:
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Shengbin (Sunny) Pan
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Its:
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Chief Financial Officer
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