EMPIRE RESOURCES, INC. (NASDAQ:ERS) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry Into a Material Definitive Agreement.

On April 6, 2017, Empire Resources, Inc., a Delaware corporation
(the Company), Ta Chen Stainless Pipe Co., Ltd., a Taiwan
corporation (Parent), and Ta Chen Investment Corporation., a
Delaware corporation and wholly owned subsidiary of Parent
(Merger Sub), entered into the Amendment No. 1 (the Amendment) to
the Agreement and Plan of Merger, dated March 30, 2017, by and
among Parent, Merger Sub and the Company (the Merger Agreement).

The Merger Agreement and the Amendment are part of a series of
related transaction in which Merger Sub will commence a tender
offer (the Offer) to purchase all outstanding shares of common
stock of the Company, par value $0.01 per share (the Common
Stock), at a price of $7.00 per share of Common Stock (the Offer
Price), subject to any required withholding of taxes, net to the
selling stockholder in cash without interest. As soon as
practicable following acceptance for payment of the shares of
Common Stock to the Offer, Merger Sub will be merged with and
into the Company, on the terms and subject to the conditions set
forth in the Merger Agreement (the Merger), with the Merger to be
effected to Section251(h) of the General Corporation Law of the
State of Delaware (the DGCL), with the Company surviving the
Merger as a wholly owned subsidiary of Parent. At the effective
time of the Merger (the Effective Time), each share of Common
Stock not purchased in the Offer (other than shares of Common
Stock for which the holder thereof has properly demanded the
appraisal of such shares in accordance with, and has complied in
all respects with, the DGCL) will be converted into the right to
receive an amount, in cash and without interest, equal to the
Offer Price and each option to acquire shares of Common Stock
will be converted into the right to receive the difference
between the Offer Price and the exercise price of the stock
option.

The Amendment amends the Merger Agreement to provide that (1) the
Initial Expiration Date (as defined in the Merger Agreement)
shall be twenty (20) business days from the date that the Offer
is commenced and (2) Merger Sub must commence the Offer on or
prior to the sixth (6th) day following the date of the Merger
Agreement.

The board of directors of the Company (the Board) unanimously
approved the Amendment.

The foregoing summary of the material terms of the Amendment is
not complete and is qualified in its entirety by reference to the
Amendment, which is attached hereto as Exhibit 2.1 and is
incorporated herein by reference.

Additional Information

The Offer has not yet commenced, and this document is neither an
offer to purchase nor a solicitation of an offer to sell any
shares of the common stock of the Company or any other
securities. On the commencement date of the Offer, Parent and
Merger Sub will file a Tender Offer Statement on Schedule TO,
including an offer to purchase, a letter of transmittal and
related documents, with the SEC and thereafter the Company will
file a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC. Investors and security holders are urged to read
both the Tender Offer Statement and the
Solicitation/Recommendation Statement regarding the Offer, as
they may be amended from time to time, when they become available
because they will contain important information. Investors and
security holders may obtain a free copy of these statements (when
available) and other documents filed with the SEC at the website
maintained by the SEC at www.sec.gov. Those materials and all
other documents filed by the Company, Parent or Merger Sub with
the SEC will be available both at no charge on the SECs web site
at www.sec.gov and may be obtained for free by directing requests
to the Company.

Forward-Looking Statements

Statements in this document may contain, in addition to
historical information, certain forward-looking statements. Some
of these forward-looking statements may contain words like
believe, may, could, would, might, possible, should, expect,
intend, plan, anticipate, or continue, the negative of these
words, other terms of similar meaning or they may use future
dates. Forward-looking statements in this document include
without limitation statements regarding the planned completion of
the transaction. These statements are subject to risks and
uncertainties that could cause actual results and events to
differ materially from the anticipated benefits of the
transaction; statements regarding the expected timing of the
completion of the transaction; the percentage of the Companys
stockholders tendering their shares in the Offer; the possibility
that competing offers will be made; the possibility that various
closing conditions for the transaction may not be satisfied or
waived; the effects of disruption caused by the transaction
making it more difficult to maintain relationships with
employees, vendors and other business partners; stockholder
litigation in connection with the transaction; and other risks
and uncertainties discussed in the Companys filings with the SEC,
including the Risk Factors sections of the Companys Annual Report
on Form10-K for the year ended December31, 2016, as well as the
tender offer documents to be filed by Parent and Merger Sub and
the Solicitation/Recommendation Statement to be filed by the
Company. The Company undertakes no obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law.
All forward-looking statements in this document are qualified in
their entirety by this cautionary statement.

Item9.01 Exhibits.

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 up +0.04 at 6.98 with 156,548 shares trading hands.