HIGHPOWER INTERNATIONAL, INC. (NASDAQ:HPJ) Files An 8-K Other Events
As previously reported, on June 2, 2018, Highpower International, Inc. (the Company) announced the receipt of a non-binding proposal (the Original Proposal) from Mr. Dang Yu (George) Pan, Chairman of the Board and Chief Executive Officer and stockholder of the Company, to acquire certain outstanding shares of the common stock of the Company, at a cash purchase price of $4.80 per share.. On June 25, 2018, the Board of Directors of the Company formed a Special Committee (the Special Committee) to consider the Original Proposal. On March 13, 2019, the Company was notified that Mr. Pan, Wen Liang Li, a director and stockholder of the Company, and Wen Wei Ma, a stockholder of the Company, and Essence International Financial Holdings (Hong Kong) Limited (collectively, the Consortium) entered into a Consortium Agreement (the Consortium Agreement) to work together on the proposed transaction to acquire the Company to the terms of the Original Proposal. The Original Proposal and the Consortium Agreement were each previously reported by the Company on a Form 8-K filed with the Securities and Exchange Commission on June 4, 2018, and March 14, 2019, respectively.
On April 18, 2019, the Special Committee received a letter (the Letter Amendment) confirming that the Consortium would acquire all of the outstanding shares of common stock of the Company not currently owned, directly or indirectly, by the Consortium in a going private transaction and committing that the proposed transaction would be subject to a non-waivable condition requiring the approval by holders of a majority of the outstanding shares of the common stock of the Company not currently owned by the Consortium. The Letter Amendment also provides that Mr. Pan and Mr. Li would recuse themselves from participating in any deliberations or decisions by the Board of Directors of the Company in respect of the proposed transaction. The other terms of the Original Proposal remain except as amended by the Letter Amendment).
The Company cautions stockholders and others considering trading in its securities that the Special Committee has made no decisions with respect to the proposed transaction. There can be no assurance that any definitive offer will be made by the Consortium or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.
A copy of the Letter Amendment and the Companys press release are attached to this report as Exhibits 99.1 and 99.2, respectively.
|99.1||Letter Amendment, dated April 18, 2019, to the Special Committee of the Board of Directors of the Company|
|99.2||Press Release dated April 26, 2019|
Highpower International, Inc. Exhibit
EX-99.1 2 tv519832_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 April 18,…
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About HIGHPOWER INTERNATIONAL, INC. (NASDAQ:HPJ)
Highpower International, Inc., through its subsidiaries, is engaged in the manufacturing and marketing of nickel metal hydride rechargeable batteries (Ni-MH) and lithium batteries for both consumer and industrial applications. The Company operates through three segments: Lithium Batteries, Ni-MH Batteries and New Material. It has commenced over two production lines of Lithium-ion (Li-ion) and Lithium polymer rechargeable batteries for consumer applications, such as consumer electronic products, mobile devices and wireless communication products. It produces a line of batteries falling into two categories: Consumer Batteries, which are relative to ordinary nickel cadmium (Ni-Cad) rechargeable batteries, as well as their non-rechargeable counterparts, and Industrial Batteries, which are designed for electric bikes, power tools and electric toys. It produces A, AA and AAA sized batteries in blister packing, as well as chargers and battery packs.