Source: SORL Auto Parts
ZHEJIANG, China — SORL Auto Parts, Inc. (NASDAQ: SORL) (“SORL” or the “Company”), a leading manufacturer and distributor of automotive brake systems as well as other key safety-related auto parts in China, announced it has entered into an Agreement and Plan of Merger with Ruili International Inc. (“Parent”). The Parent is a Delaware corporation and formed on behalf of a consortium consisting of Xiao Ping Zhang, the Company’s Chairman and Chief Executive Officer, Shu Ping Chi and Xiao Feng Zhang, directors of the Company, and Ruili Group Co., Ltd. (collectively, the “Consortium”), and Ruili International Merger Sub Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Parent.
Pursuant to the Merger Agreement, subject to the satisfaction or waiver of all of the conditions to closing:
- Merger Sub will merge with and into the Company, with the Company will thereafter continue as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”); and
- at the effective time of the Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time will be automatically canceled and converted into the right to receive US$4.72 in cash (the “Merger Consideration”), without interest, except for (i) shares of common stock beneficially owned by members of the Consortium or their affiliates, which will be cancelled for no consideration, and (ii) shares of common stock owned by stockholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 262 of the General Corporation Law of the State of Delaware, which will be cancelled at the effective time of the Merger for the right to receive the fair value of such shares determined in accordance with the provisions of Section 262 of the General Corporation Law of the State of Delaware.
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