Highpower International, Inc. (NASDAQ: HPJ), a developer, manufacturer, and marketer of lithium ion and nickel-metal hydride (Ni-MH) rechargeable batteries, battery management systems, and a provider of battery recycling, today announced that it has entered into a definitive agreement and plan of mergerunder which HPJ Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and formed by a consortium consisting of Mr. Dang Yu (George) Pan, the Company's Chairman and Chief Executive Officer and a stockholder of the Company, Mr. Wen Liang Li, a director and stockholder of the Company, Mr. Wen Wei Ma, a stockholder of the Company, and Essence International Capital Limited, a company incorporated in Hong Kong, will acquire Highpower through a merger with a wholly-owned subsidiary of Parent.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, Highpower stockholders will be entitled to receive US$4.80 in cash for each share of Highpower common stock (collectively, "Shares"), except Shares held by the consortium that are contributed to Parent prior to the effective time and dissenting shares seeking appraisal rights. The merger consideration represents a premium of approximately 67% over the Company's closing price of US$2.88 per share on June 1, 2018, the last trading day prior to the Company's announcement of its receipt of a "going-private" proposal. Parent intends to fund the Merger consideration with the proceeds from an equity investment of US$51,136,733 by Essence International Capital Limited (the "Sponsor"), pursuant to the terms of an equity commitment letter.
The Board of Directors of Highpower, acting on the recommendation of a special committee of independent and disinterested directors (the "Special Committee"), unanimously approved the Merger Agreement with directors Pan and Li abstaining.
The Merger, which is currently expected to close during the third quarter, is subject to various closing conditions, including the adoption of the Merger Agreement by Highpower's stockholders and an affirmative vote of at least a majority of all outstanding Shares unaffiliated with the consortium. If completed, the Merger will result in the Company becoming a privately-held company, and its Shares will no longer be listed on the NASDAQ Global Market.
For further information regarding the terms and conditions contained in the Merger Agreement, please see Highpower's Current Report on Form 8-K, which will be filed in connection with the proposed transaction.
As previously mentioned, Roth Capital Partners is serving as financial advisor to the Special Committee, and Katten Muchin Rosenman LLP is serving as legal advisor to the Special Committee. Manatt, Phelps & Phillips, LLP is serving as legal advisor to the Company; Orrick, Herrington & Sutcliffe LLP is serving as legal advisor to the consortium; and O'Melveny & Myers LLP is serving as legal advisor to Essence.
About Highpower International, Inc.
Highpower International was founded in 2001 and produces high-quality Nickel-Metal Hydride (Ni-MH) and lithium-based rechargeable batteries used in a wide range of applications such as E-bikes, energy storage systems, power tools, medical equipment, digital and electronic devices, personal care products, and lighting, etc. Highpower's target customers are Fortune 500 companies and top 10 companies in each vertical segment. With advanced manufacturing facilities located in Shenzhen, Huizhou, and Ganzhou of China, Highpower is committed to clean technology, not only in the products it makes, but also in the processes of production. The majority of Highpower International's products are distributed to worldwide markets. Additional information about the Company can be found at http://www.highpowertech.com and in documents filed with the U.S. Securities and Exchange Commission (the "SEC"), which are available on the SEC's website at http://www.sec.gov.
