EMPIRE RESOURCES, INC. (NASDAQ:ERS) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01.
|
Completion of Acquisition or Disposition of Assets. |
On May 5, 2017, Ta Chen Stainless Pipe Co., Ltd. (Ta Chen or
Parent) completed its previously announced tender offer (the
Offer ) of all issued and outstanding shares of Empire Resources,
Inc.s (the Company or Empire Resources) common stock, par value
$.01 per share (Common Stock). to an Agreement and Plan of
Merger, dated as of March 30, 2017, as amended on April 6, 2017
(as so amended, the Merger Agreement), by and among Empire
Resources, Parent and Ta Chen Investment Corporation (Sub), Sub
intends to merge with and into the Company (the Merger), with the
Company surviving the Merger as a wholly-owned subsidiary of
Parent (the Surviving Corporation) as soon as practicable. As a
result of the Merger:
|
each share of the Common Stock, issued and outstanding immediately prior to the effective time of the Merger (other than any dissenting shares, treasury shares, or shares held by the Company, Parent or Sub and their respective subsidiaries) will be cancelled and retired and converted into the right to receive $7.00 in cash, without interest and less any applicable withholding taxes (the Merger Consideration); and |
|
each outstanding option to purchase Common Stock will be canceled in exchange for the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock subject to such option immediately prior to the effective time and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such option. |
American Stock Transfer Trust Company, LLC (AST), the depositary
for the Offer, advised that, as of the expiration of the Offer, a
total of 6,618,848 shares of Common Stock were validly tendered
and not validly withdrawn to the Offer, representing
approximately 80% of the currently issued and outstanding shares
of Common Stock. As a result, the Minimum Tender Condition (as
defined in the Merger Agreement) has been satisfied. In addition,
AST has also advised that, as of such time, Notices of Guaranteed
Delivery had been delivered for 100,500 shares of Common Stock,
representing approximately 1% of the currently issued and
outstanding shares of Common Stock. All shares of Common Stock
that were validly tendered and not validly withdrawn to the Offer
have been accepted for payment. The total amount of funds
necessary to pay the consideration to the Offer and under the
Merger Agreement was approximately $58 million.
The foregoing summary of the Merger Agreement, the Merger and the
other transactions contemplated by the Merger Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Merger Agreement and the First
Amendment to Agreement and Plan of Merger, which were attached as
Exhibit 2.1 to Empire Resources Current Report on Form 8-K filed
with the Securities and Exchange Commission (the SEC) on March
31, 2017 and Exhibit 2.1 to Empire Resources Current Report on
Form 8-K filed with the SEC on April 6, 2017, respectively.
| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the closing of the Merger, the Company will
notify The NASDAQ Stock Market LLC (NASDAQ) and request (i) that
NASDAQ cease trading of the Common Stock and suspend the listing
of the Common Stock as of the Effective Time (as defined in the
Merger Agreement) and (ii) that NASDAQ file with the SEC an
application on Form 25 to delist and deregister the Common Stock.
After the Form 25 becomes effective, which will occur ten days
after its filing, the Surviving Corporation intends to file with
the SEC a certification on Form 15 under the Securities Exchange
Act of 1934, as amended (the Exchange Act), requesting the
deregistration of the Common Stock and the suspension of the
Surviving Corporations reporting obligations under Section 15(d)
of the Exchange Act.
| Item 3.03. |
Material Modification to Rights of Security Holders. |
The information required by Item 3.03 is contained in Items 2.01
and 5.03 of this Current Report on Form 8-K and incorporated
herein by reference.
| Item 5.01. | Changes in Control of Registrant. |
The information required by Item 5.01 is contained in Items 2.01
and 5.02 of this Current Report on Form 8-K and incorporated
herein by reference.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the Merger and at the Effective Time, each of
the directors of the Company, no longer serve on the board of
directors of the Company, each of its direct and indirect
subsidiaries, if any, or on any board committees of which they
were members. to the Merger Agreement, at the Effective Time,
Johnny Hsieh, the sole member of the board of directors of Sub
immediately prior to the Effective Time shall become the sole
director of the Surviving Corporation.
| Item 5.03. |
Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year. |
to the Merger Agreement, at the Effective Time, the bylaws of Sub
as in effect immediately prior to the Effective Time, became the
bylaws of the Surviving Corporation.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| ExhibitNo. | Description of Exhibit | |
| 2.1 |
Agreement and Plan of Merger, dated March 30, 2017, by and among Ta Chen, Purchaser and Empire Resources (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Empire Resources with the Securities and Exchange Commission on March 31, 2017) |
|
| 3.2 | Amended and Restated Bylaws of Empire Resources, Inc.* | |
* Filed herewith.
About EMPIRE RESOURCES, INC. (NASDAQ:ERS)
Empire Resources, Inc. is engaged in the purchase, sale and distribution of semi-finished aluminum and steel products to a range of customer base located in the Americas, Europe, Australia and New Zealand. The Company operates through the sale and distribution of non-ferrous and ferrous metals segment. It sells semi-finished aluminum and steel products, which are produced by processing aluminum or steel and/or aluminum or steel scrap. The semi-finished products include aluminum sheet, coil, plate and foil, rod, bar and wire, extruded and cast products. It offers various forms of these semi-finished products to its customers, for use, including aluminum sheet/coil, aluminum plate, aluminum treadplate, aluminum foil, stainless steel and carbon steel. It serves customers in various industries, such as distribution, transportation, automobile, housing, appliances and packaging. It sells products through marketing and sales personnel, and commission-based independent sales agents. EMPIRE RESOURCES, INC. (NASDAQ:ERS) Recent Trading Information
EMPIRE RESOURCES, INC. (NASDAQ:ERS) closed its last trading session down -0.03 at 6.96 with 8,784 shares trading hands.
