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EX-99.1 - Fushi Copperweld, Inc. | v200848_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 3, 2010
FUSHI
COPPERWELD, INC.
(Exact
name of registrant as specified in charter)
Nevada
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0-19276
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13-3140715
|
||
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification No.)
|
TYG
Center Tower B, Suite 2601
Dongsanhuan
Bei Lu, Bing 2
Beijing,
PRC 100027
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116100
|
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(Address
of Principal Executive Offices)
|
(Zip
Code)
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Registrant’s
telephone number, including area code: (011)-86-10-8447-8280
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
November 3, 2010, Fushi Copperweld, Inc. (the “Company”) issued a press release
announcing that its
Board of Directors has received a proposal letter from its Chairman and
Chief Executive Officer, Mr. Li Fu ("Mr. Fu") and Abax Global Capital (Hong
Kong) Limited on behalf of funds managed by it and its affiliates ("Abax") for
Mr. Fu and Abax to acquire all of the outstanding shares of Common Stock of
Fushi not currently owned by Mr. Fu and his affiliates in a going private
transaction for $11.50 per share in cash, subject to certain conditions. Mr. Fu
and his affiliates own approximately 29.2% of Fushi's Common
Stock. According to the proposal letter, Mr. Fu and Abax will form an
acquisition vehicle for the purpose of completing the acquisition and plan to
finance the acquisition with a combination of debt and equity capital. The
proposal letter states that the equity portion of the financing would be
provided by Mr. Fu, Abax and related sources. The proposal letter also states
that Mr. Fu and Abax are currently in discussion to engage a financial advisor
to the acquisition vehicle that will be formed by Mr. Fu and Abax.
The
Company’s Board of Directors has formed a special committee of independent
directors consisting of John F. “Jack” Perkowski, Barry Raeburn and Feng Bai
(the "Special Committee") to consider this proposal. The Special Committee
intends to retain independent advisors, including an independent financial
advisor, to assist it in its work. No decisions have been made by the Special
Committee with respect to Fushi's response to the proposal. There can be no
assurance that any definitive offer will be made, that any agreement will be
executed or that this or any other transaction will be approved or consummated.
A copy of the press release is filed herewith as Exhibit 99.1 to this current
Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
No.
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Description
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99.1
|
Press
Release dated November 3,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
FUSHI
COPPERWELD, INC.
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Date:
November 3, 2010
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By:
/s/ Wenbing Christoper
Wang
Name:
Wenbing Christoper Wang
Title: President
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Exhibit
Index
Exhibit
No.
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Description
|
99.1
|
Press
Release dated November 3,
2010
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