HARBIN, China, Oct. 18, 2011 /PRNewswire-Asia-FirstCall/ --
Harbin Electric, Inc. ("Harbin Electric" or the "Company"; NASDAQ:
HRBN), a leading developer and manufacturer of a wide array of
electric motors in the People's Republic
of China, announced today that Glass Lewis & Co. and
Egan-Jones Proxy Services, two leading independent proxy advisory
firms, each recommends that Harbin Electric shareholders vote
"FOR" the approval of the Company's Agreement
and Plan of Merger dated as of June 19,
2011, as amended (the "Merger Agreement") with Tech Full
Electric Company Limited ("Tech Full Electric") and Tech Full
Electric Acquisition, Inc.
As previously announced, Institutional Shareholder Services
("ISS"), another leading independent proxy advisory firm, also
recommended that Harbin Electric shareholders vote
"FOR" the approval of the Company's Merger
Agreement. ISS, Glass Lewis and Egan-Jones are widely recognized as
the nation's three leading independent proxy voting and corporate
governance advisory firms.
The Company issued the following statement regarding the Glass
Lewis and Egan-Jones recommendations.
"Harbin Electric is pleased that each of the nation's three
leading independent proxy advisory firms – ISS, Glass Lewis and
Egan-Jones – recommends that Harbin Electric shareholders vote
'FOR' the approval of the Merger Agreement.
The Company urges shareholders to follow the unanimous
recommendation of the Special Committee, supported by all three
independent firms, to approve the Merger Agreement at the Special
Meeting of shareholders on October 29."
In its report dated October 17,
2011, Glass Lewis stated:
- "[W]e believe the board, and in particular the special
committee, took decisive steps throughout the process in order to
ensure, to the greatest extent possible, the completion of a
thorough and independent review."*
- "The special committee…took careful steps throughout its review
to make certain that the process remained independent, and,
further, that the board as a whole considered all practicably
available alternatives."*
- "Based on these factors and the unanimous support of the board,
we believe shareholders should support this proposal."*
In its report dated October 17,
2011, Egan-Jones stated:
- "The Special Committee [which consists solely of independent
and disinterested directors] held numerous meetings…and was advised
by independent financial and legal advisors, and each member of the
Special Committee was actively engaged in the process on a
continuous and regular basis."*
- "Egan-Jones views the proposed transaction to be a desirable
approach in maximizing shareholder value."*
As previously announced, ISS stated the following in its
October 14, 2011 report:
- "The merger consideration provides shareholders with a
significant premium in an all-cash transaction which carries
certainty of value."*
- "The board and Special Committee undertook a robust strategic
review process, taking prompt action to mitigate potential
conflicts of interest that arose during the strategic
process."*
- "Shareholder support for this transaction is warranted."*
Pursuant to the Merger Agreement, Tech Full Electric would
acquire all of the outstanding shares of Harbin Electric not
currently owned by the buyer group or any of its affiliates for
$24.00 per share in cash.
The Special Meeting of Harbin Electric shareholders to consider
and vote upon, among other things, the proposal to adopt the Merger
Agreement 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 are entitled to
vote at the Special Meeting.
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 Special Committee's unanimous recommendation
that shareholders vote "FOR" the approval of
the Merger Agreement. A failure to vote will have the same effect
as a vote AGAINST the proposal to approve 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 harbinproxy@mackenziepartners.com or
by phone at 800-322-2885 or at 212-929-5500.
If shareholder approval of the merger is obtained at the Special
Meeting, the close of the transaction is expected to occur shortly
thereafter. 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.
* Permission to use quotations was neither sought nor
obtained.
Additional Information
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, as supplemented
by a supplement thereto filed by the Company on October 11, 2011. In connection with the proposed
merger, the Company has filed with, or furnished to the Securities
and Exchange Commission ("SEC"), all relevant materials, including
a definitive proxy statement on Schedule 14A, and has mailed the
definitive proxy statement on Schedule 14A to its shareholders. In
addition, on October 11, 2011,
certain participants in the proposed transaction filed with the SEC
Amendment No. 5 to a Schedule 13E-3 transaction statement and has
mailed to the Company's shareholders Amendment No. 5 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, AS THEY
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, as supplemented and Amendment No. 5 to
the Schedule 13E-3 transaction statement by contacting MacKenzie
Partners, Inc. by email at harbinproxy@mackenziepartners.com 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, as
supplemented and Amendment No. 5 to the Schedule 13E-3 transaction
statement by mail, shareholders also are 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.
For media inquiries, please
contact:
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Matt Sherman / Matt Cuneo /
Nicole Greenbaum
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Joele Frank, Wilkinson Brimmer
Katcher
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Tel:
+1-212-355-4449
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For investor inquiries, please
contact:
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Paul Schulman / Amy
Bilbija
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MacKenzie Partners,
Inc.
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Tel: +1-212-929-5364 (Mr.
Schulman)
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Tel: +1-650-798-5206 (Ms.
Bilbija)
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Christy Shue
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Harbin Electric, Inc.
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Executive VP, Finance &
Investor Relations
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Tel:
+1-631-312-8612
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Email: IR@HarbinElectric.com
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Linda Bergkamp
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Christensen Investor
Relations
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Tel:
+1-480-614-3004
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Email: LBergkamp@ChristensenIR.com
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SOURCE Harbin Electric, Inc.