July 11, 2011
Chemspec International Limited Announces Extraordinary General Meeting of Shareholders
SHANGHAI, July 11, 2011 /PRNewswire-Asia-FirstCall/ -- Chemspec International Limited (NYSE: CPC; "Chemspec" or the "Company", incorporated in the Cayman Islands), a leading China-based contract manufacturer of highly-engineered specialty chemicals, announced today that it has called an extraordinary general meeting of shareholders (the "EGM"), to be held at 9:30 a.m. (Shanghai time) on Monday, August 15, 2011, at the Company's offices at No. 200, Wu Wei Road, Shanghai 200331, the People's Republic of China, to consider and vote on the proposal to adopt the previously announced agreement and plan of merger, dated as of March 21, 2011, by and among Halogen Limited ("Parent"), a Cayman Islands company beneficially owned by Dr. Jianhua Yang, chairman of the board of directors and chief executive officer of the Company, and Primavera Capital (Cayman) Fund I L.P., Halogen Mergersub Limited, a Cayman Islands company wholly owned by Parent ("Merger Sub"), the Company and Dr. Jianhua Yang (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into Chemspec with Chemspec surviving the merger as a wholly owned subsidiary of Parent. If completed, the proposed merger would result in Chemspec becoming a privately held company and its American Depository Shares ("ADSs") would no longer be listed on the New York Stock Exchange. The Company's board of directors, acting upon the unanimous recommendation of the independent committee formed by the board of directors, approved the Merger Agreement and resolved to recommend that the Company's shareholders vote to adopt the Merger Agreement.
Shareholders of record as of the close of business in the Cayman Islands on Friday, August 5, 2011 will be entitled to vote at the EGM. The record date for ADS holders entitled to instruct Citibank, N.A., the ADS depositary, to vote the shares represented by the ADSs, is the close of business in New York City on July 11, 2011. Additional information regarding the EGM and the Merger Agreement can be found in the Transaction Statement on Schedule 13E-3, and the proxy statement attached as Exhibit 99(a)(1) thereto, filed with the Securities and Exchange Commission ("SEC"), which can be obtained from the SEC's website (http://www.sec.gov). In addition, shareholders and ADS holders will receive the definitive proxy statement by mail and requests for additional copies of the definitive proxy statement should be directed to Okapi Partners LLC, the Company's proxy solicitor, toll free at +1 855 208 8903 (or +1 212 297 0720 outside of the United States). INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that have been or will be made with the SEC.
Chemspec is a leading China-based contract manufacturer of highly engineered specialty chemicals as well as fluorinated specialty chemicals. In manufacturing specialty chemicals, Chemspec also provides process design and process development services, which enable efficient and rapid production of specialty chemicals that are incorporated into the products of Chemspec's end users. Chemspec's customers and end users include electronics, pharmaceutical and agrochemical companies. For more information, please visit http://www.chemspec.com.cn.
Statements about the expected timing, completion and effects of the proposed merger, and all other statements in this press release other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements, each of which is qualified in its entirety by reference to the following cautionary statements. Forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. 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 and the expected date of the EGM. 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; approval of the proposed merger and adoption of the Merger Agreement by our shareholders; satisfaction of various other conditions to the closing of the proposed merger and the other transactions contemplated by the Merger Agreement; and the risks that are described from time to time in our reports filed with the SEC, including our Form 20-F for the year ended December 31, 2010. This press release speaks only as of its date, and we disclaim any duty to update the information herein.
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Chemspec International Ltd.
SOURCE Chemspec International Limited