YANTAI, China, Sept. 29, 2020 /PRNewswire/ -- Newater
Technology, Inc. (NASDAQ: NEWA) ("NEWA", or the
"Company"), a developer, service provider and manufacturer
of membrane filtration products and related hardware and engineered
systems that are used in the treatment, recycling and discharge of
wastewater, today announced that it has entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement") with
Crouching Tiger Holding Limited, an exempted company with limited
liability incorporated under the laws of the Cayman Islands ("Parent"), and Green
Forest Holding Limited, a company with limited liability
incorporated under the laws of the British Virgin Islands and a wholly-owned
subsidiary of Parent ("Merger Sub"), pursuant to which
Parent will acquire the Company for US$3.65 per common share of the Company.
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the merger (the "Effective Time"),
Merger Sub will merge with and into the Company, with the Company
continuing as the surviving corporation and becoming a wholly-owned
subsidiary of Parent (the "Merger"). At the Effective
Time, each of the Company's Common Shares, par value US$0.001 per share (the "Shares"), issued
and outstanding immediately prior to the Effective Time will be
cancelled in exchange for the right to receive US$3.65 per share in cash and without interest,
except for the excluded shares (the "Excluded Shares"),
which include (i) Shares beneficially owned by Mr. Li Yuebiao
(through his affiliated company, Tigerwind Group Limited), Ms.
Zhang Zhuo, and Mr. Sui Xiangqian
(through Forwater Holding Limited) (collectively, the "Rollover
Shareholders"), (ii) Shares owned by the holders of Shares who
have validly exercised and not effectively withdrawn or lost their
appraisal rights pursuant to Section 179 of the BVI Companies Act,
2004, as amended (the "Dissenting Shares"), and (iii) Shares
(if any) owned by the Company or any direct or indirect
wholly-owned subsidiary of the Company. Each Excluded Share (other
than the Dissenting Shares) issued and outstanding immediately
prior to the Effective Time, by virtue of the merger and without
any action on the part of its holder, shall be cancelled and shall
cease to exist as of the Effective Time, and no consideration shall
be delivered with respect thereto.
Parent intends to finance the merger through a combination of
equity and cash in the Company. Mr. Li Yuebiao and Ms. Zhang Zhuo, through special purpose vehicles
owned by them (each, a "Subscriber", and together, the
"Subscribers"), have entered into share subscription
agreements with Parent, pursuant to which the Subscribers committed
to subscribe equity interests in Parent with cash, the sum of which
will be used by Parent to pay a portion of the aggregate merger
consideration. Remainder of the aggregate merger
consideration will be paid with Company cash on the balance sheet
as of closing. Parent (i) has the right to seek alternative
funding to replace the use of such Company cash prior to the
closing, and (ii) is obligated to use reasonable best efforts to
obtain alternative financing from alternative sources for any
shortfall in the event that the Company does not have sufficient
cash for use as merger consideration. Each of Mr. Li Yuebiao
and Ms. Zhang Zhuo has entered into
a limited guarantee in favor of the Company in respect of certain
payment obligations of Parent under the Merger Agreement.
The Company's board of directors, acting upon the unanimous
recommendation of the independent committee (the "Independent
committee") formed by the board of directors, approved the Merger
Agreement and the transactions contemplated thereby, including the
Merger, and resolved to recommend that the Company's shareholders
vote to authorize and approve the Merger Agreement and the
transactions contemplated thereby, including the Merger. The
Independent committee, which is comprised solely of independent and
disinterested directors of the Company who are unaffiliated with
any of Parent, Merger Sub, Mr. Li Yuebiao, Ms. Zhang Zhuo, or any of the management members of
the Company, negotiated the terms of the Merger Agreement with the
assistance of its financial and legal advisors.
The Merger, which is currently expected to close during the
second quarter of 2021, is subject to customary closing conditions,
including the approval by an affirmative vote of shareholders
representing more than fifty percent (50%) of the outstanding
Shares of the Company, present and voting in person or by proxy as
a single class at a general meeting of the Company's shareholders
duly convened to consider the approval of the Merger Agreement and
the transactions contemplated thereby, including the Merger. As of
the date of the Merger Agreement, the Rollover Shareholders have
agreed under a voting agreement to vote all in favor of the Merger
Agreement and consummation of the transactions contemplated
thereby, including the Merger. If completed, the Merger will result
in the Company becoming a privately held company and its Common
Shares will no longer be listed on the NASDAQ Capital Market.
Duff & Phelps, LLC is serving as independent financial
advisor to the Independent committee. MagStone Law, LLP is serving
as United States legal advisor to
the Independent committee. Ogier is serving as BVI legal advisor to
the Independent Committee. DLA Piper LLP is serving as legal
advisor to Mr. Li Yuebiao, Ms. Zhang
Zhuo, Parent and Merger Sub.
Additional Information about the Transaction
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the proposed
transactions described in this announcement, which will include the
Merger Agreement. All parties desiring details regarding the
proposed Merger are urged to review these documents, which will be
available at the SEC's website (http://www.sec.gov).
In connection with the proposed Merger, the Company will
prepare and mail a proxy statement to its shareholders. In
addition, certain participants in the proposed Merger will prepare
and mail to the Company's shareholders a Schedule 13E-3 transaction
statement. These documents will be filed with or furnished to the
SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS. In addition to receiving the proxy
statement and Schedule 13E-3 transaction statement by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC's
website (http://www.sec.gov) or at the SEC's public reference room
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or telephone number:
Company
|
Ning
Liu Senior Manager
NEWATER TECHNOLOGY
INC.
Phone: +86 (535)
8012999
+86 15063837878
Email:
office@dtnewa.com
|
No Offer or Solicitation
The information in this communication is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
About Newater Technology, Inc.
Founded in 2012 and headquartered in Yantai, China, the Company, operating its business
through its wholly owned subsidiary Yantai Jinzheng Eco-Technology
Co. Ltd., specializes in the development, manufacture and sale of
DTRO (Disk Tube Reverse Osmosis) and DTNF (Disk Tube
Nano-Filtration) membranes for waste water treatment, recycling and
discharge. Newater provides integrated technical solutions in
engineering support and installation, technical advice and water
purification services, and other project-related solutions to turn
wastewater into valuable clean water. More information about the
Company can be found at www.dtNEWA.com.
The Company's core business includes:
- Reuse of high quality reclaimed water;
- High-salt and high-polluting wastewater treatment and
near zero-liquid discharge;
- Highly efficient treatment of Landfill leachate; and
- Utilization of acid or alkali-containing wastewater as
resources
More information about the Company can be found at:
www.dtNEWA.com
Safe Harbor Provision
This press release contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
based on management's current expectations and observations and
involve known and unknown risks, and uncertainties or other factors
not under the Company's control, which may cause actual results,
performance or achievements of the company to be materially
different from the results, performance or other expectations
implied by these forward-looking statements. These factors are
listed from time-to-time in our filings with the Securities and
Exchange Commission, including, without limitation, our Annual
Report on Form 20-F for the period ended December 31, 2019 and our subsequent reports on
Form 6-K. Except as required by law, we are not under any
obligation, and expressly disclaim any obligation, to update or
alter any forward-looking statements, whether as a result of new
information, future events or otherwise.
View original
content:http://www.prnewswire.com/news-releases/newater-technology-inc-entering-into-a-merger-agreement-301140435.html
SOURCE Newater Technology, Inc.