HARBIN, China, Sept. 29, 2011 /PRNewswire-Asia-FirstCall/ -- Harbin Electric, Inc. (NASDAQ: HRBN), a leading developer and manufacturer of a wide array of electric motors in the People's Republic of China, announced today that it has filed definitive proxy materials with the Securities and Exchange Commission in connection with the Company's merger agreement with Tech Full Electric Company Limited ("Tech Full Electric"). The mailing of such proxy materials to shareholders is expected to begin immediately.
A special meeting of Harbin Electric shareholders (the "Special Meeting") to consider and vote upon, among other things, the proposal to adopt the merger agreement and approve the merger between Harbin Electric and Tech Full Electric will be held on Saturday, October 29, 2011 at 9:00 a.m. Eastern Time at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154. Harbin Electric shareholders of record as of the close of business on September 13, 2011 will be entitled to vote at the Special Meeting.
Harbin Electric and Tech Full Electric previously entered into a definitive merger agreement under which Tech Full Electric would acquire Harbin Electric for $24.00 per share in cash.
The closing of the transaction is subject to the satisfaction or waiver of certain terms and conditions customary for transactions of this type, including Harbin Electric obtaining the requisite shareholder approval at the Special Meeting. The closing of the transaction is currently expected to occur shortly after the receipt of shareholder approval at the Special Meeting.
Harbin Electric's Board of Directors, on the unanimous recommendation of an independent Special Committee, comprised solely of Harbin's independent and disinterested directors, unanimously recommends that shareholders vote FOR the approval of the merger agreement -- by telephone, by Internet or by signing, dating and returning the Company's proxy card. A failure to vote will have the same effect as a vote AGAINST the proposal to adopt the merger agreement.
Harbin Electric shareholders are encouraged to read the definitive proxy materials in their entirety as they provide, among other things, important information regarding the merger and the reasons behind the Independent Special Committee's unanimous recommendation that shareholders vote FOR the adoption of the merger agreement.
The Company has retained MacKenzie Partners, Inc. as proxy solicitor to assist it in connection with its upcoming Special Meeting. Shareholders who have questions about the merger, who need additional copies of the Company's proxy materials, or need assistance in voting their shares are encouraged to contact MacKenzie Partners by email at email@example.com or by phone at 800-322-2885 or at 212-929-5500.
If the merger is completed, the Company will become a privately-held company and its common stock will no longer be listed on the NASDAQ Global Select Market.
This press release may be deemed to be solicitation material in respect of the proposals described in the Company's definitive proxy statement on Schedule 14A, filed by the Company on September 29, 2011. In connection with the proposed merger, the Company has filed with, or furnished to the Securities and Exchange Commission (the "SEC"), all relevant materials, including a definitive proxy statement on Schedule 14A, and will mail the definitive proxy statement on Schedule 14A to its shareholders. In addition, on September 29, 2011, certain participants in the proposed transaction filed with the SEC Amendment No. 4 to a Schedule 13E-3 transaction statement and will mail to the Company's shareholders Amendment No. 4 to the Schedule 13E-3 transaction statement. 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, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH THE PROPOSED MERGER ON BEHALF OF THE COMPANY, AND THE INTERESTS OF THOSE PERSONS IN THE PROPOSED MERGER AND RELATED MATTERS. This press release is not a substitute for any proxy statement or other filings that may be made with the SEC should the proposed merger go forward. Shareholders are able to obtain copies of the Company's definitive proxy statement and Amendment No. 4 to the Schedule 13E-3 transaction statement by contacting MacKenzie Partners, Inc. by email at firstname.lastname@example.org or by calling +1-212-929-5500 or Toll-Free at +1-800-322-2885. In addition to receiving the Company's definitive proxy statement and Amendment No. 4 to the 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 phone number:
Harbin Electric, Inc.
No. 9 Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu
Harbin Kai Fa Qu, Harbin, China 150060
Phone Number: 86-451-86116757
Certain of the Company's officers and employees may be deemed participants in the solicitation of proxies in respect of the proposals. Information about the Company's executive officers and directors can be found in its Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 16, 2011. Additional information regarding the interests of such potential participants is included in the definitive proxy statement.
Safe Harbor Statement
The actual results of Harbin Electric, Inc. could differ materially from those described in this press release. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release may be found in the Company's periodic filings with the SEC, including the factors described in the section entitled "Risk Factors" in its annual report on Form 10-K/A, for the year ended December 31, 2010, filed with the SEC on September 29, 2011. The Company does not undertake any obligation to update forward-looking statements contained in this press release. This press release contains forward-looking information about the Company that is intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "project," "plan," "seek," "intend," or "anticipate" or the negatives thereof, or comparable terminology, and include discussions of strategy, and statements about industry trends and the Company's future performance, operations and products.
A number of the matters discussed herein that are not historical or current facts deal with potential future circumstances and developments, in particular, whether and when the transactions contemplated by the Merger Agreement will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: any conditions imposed on the parties in connection with consummation of the transactions described herein; adoption of the Merger Agreement by the Company's shareholders; satisfaction of various other conditions to the closing of the transactions described herein; and the risks that are described from time to time in the Company's reports filed with the SEC.
About Harbin Electric, Inc.
Harbin Electric, headquartered in Harbin, China, is a leading developer and manufacturer of a wide array of electric motors with a focus on innovative, customized, and value-added products. Its major product lines include industrial rotary motors, linear motors, and specialty micro-motors. The Company's products are purchased by a broad range of domestic and international customers, including those involved in the energy industry, factory automation, food processing, packaging, transportation, automobile, medical devices, machinery and tool manufacturing, chemical, petrochemical, as well as in the metallurgical and mining industries. The Company operates four manufacturing facilities in China located in Xi'an, Weihai, Harbin, and Shanghai.
Harbin Electric has built a strong research and development capability by recruiting talent worldwide and through collaboration with top scientific institutions. The Company owns numerous patents in China and has developed award-winning products for its customers. Relying on its own proprietary technology, the Company developed an energy efficient linear motor driven oil pump, the first of its kind in the world, for the largest oil field in China. Its self-developed linear motor propulsion system is powering China's first domestically-made linear-motor-driven metro train. As China continues to grow its industrial base, Harbin Electric aspires to be a leader in the industrialization and technology transformation of the Chinese manufacturing sector. To learn more about Harbin Electric, visit www.harbinelectric.com.
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MacKenzie Partners, Inc.
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Harbin Electric, Inc.
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SOURCE Harbin Electric, Inc.