HUIZHOU, China, Sept. 17 /PRNewswire-Asia-FirstCall/ -- Qiao Xing
Universal Resources, Inc. (Nasdaq: XING, the "Company" or "XING"),
an emerging Chinese resources company headquartered in Huizhou, Guangdong
Province, today announced that it has determined to extend
the time for the Special Committee (defined below) to respond to
its offer to acquire all outstanding shares of Qiao Xing Mobile
Communication Co., Ltd (NYSE: "QXM," or "QXMC") that it does not
currently own, by way of a Scheme of Arrangement (the "Proposed
Offer") under British Virgin
Islands law to Wednesday, September
22, 2010. The Proposed Offer, if completed, will result in
QXMC becoming a privately held company. The Company currently owns
approximately 61.1% of the outstanding shares of QXMC.
The Company has proposed to issue 1.9 shares of its common stock
plus US$0.80 in cash per share to
shareholders of QXMC other than the Company (the "Minority
Shareholders"). The Company believes that the Proposed Offer is
fair and reasonable to the Minority Shareholders and in the best
interests of the shareholders of both QXMC and the Company. The
Company described the Proposed Offer in a letter dated September 8, 2010, addressed to a special
committee of the board of directors of QXMC comprised of directors
who are independent under the rules of the New York Stock Exchange
and are not affiliated with the Company (the "Special
Committee").
The Company had asked the Special Committee to advise it whether
they believe they will be prepared to recommend to the Minority
Shareholders that they accept the Proposed Offer by Friday, September 17, 2010. The Special Committee
has advised the Company that it is working expeditiously with its
advisers to evaluate the Proposed Offer, but needs additional time
before responding. The Company is pleased to hear that the Special
Committee is continuing to evaluate the Proposed Offer and has
determined to extend the deadline for the Special Committee to
respond to the Proposed Offer until Wednesday, September 22, 2010. The Company
believes that the Proposed Offer can be completed in a more
expeditious and cost-effective manner with the Special Committee's
cooperation. However, if the Special Committee fails to
respond to the Proposed Offer by Wednesday,
September 22, 2010 or is not prepared to recommend to the
Minority Shareholders that they accept the Proposed Offer by that
time, the Company intends to proceed to make the Proposed Offer
directly to the Minority Shareholders.
Mr. Ruilin Wu, the Company's
Chairman and Chief Executive Officer, said, "We continue to firmly
believe that this transaction is in the best interest of both
companies' shareholders. We have confidence in the long-term
prospects of the natural resources industry and are consolidating
our resources to execute on our resources-focused strategy. We have
achieved initial success in the resources industry with our
Molybdenum mining business, which started commercial production in
the second half of 2009. Our goal is to become a pure resource
company with meaningful scale and we continue to evaluate
opportunities to expand our mining resources in areas such as lead,
zinc, copper and molybdenum."
About Qiao Xing Universal Resources, Inc.
Qiao Xing Universal Resources, Inc. is an emerging Chinese
resources company headquartered in Huizhou, Guangdong
Province, China. The
Company was previously one of the leading players of
telecommunication terminal products in China, but made the strategic decision to
diversify into the resources industry in 2007. In April 2009, the Company acquired the 100% equity
interest in China Luxuriance Jade
Company, Ltd ("CLJC"). CLJC, through its wholly owned Chinese
subsidiaries, owns the rights to receive the expected residual
returns from Chifeng Haozhou Mining Co., Ltd. ("Haozhou Mining"), a
large copper-molybdenum poly-metallic mining company in Inner
Mongolia, China. Since then, the
Company has further refined its strategy to become a pure resources
company and is actively seeking additional acquisition targets in
the resources industry.
Forward Looking Statements
This press release contains forward-looking statements. In some
cases, these forward-looking statements can be identified by words
or phrases such as "aim," "anticipate," "believe," "continue,"
"estimate," "expect," "intend," "is/are likely to," "may," "plan,"
"potential," "will" or other similar expressions. Statements that
are not historical facts, including, without limitation, statements
about Qiao Xing Universal Resources, Inc.'s beliefs and
expectations with respect to the Proposed Offer, including the
possibility that it may make the Proposed Offer directly to the
Minority Shareholders, and its ability to further its resource
focused strategy, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement. Information regarding
these factors is included in our filings with the Securities and
Exchange Commission. Qiao Xing Universal Resources, Inc. does not
undertake any obligation to update any forward-looking statement.
All information provided in this press release is as of
September 17, 2010.
Additional Information and Where to Find It
Qiao Xing Universal Resources, Inc. plans to file a Schedule
13E-3 with the United States Securities and Exchange Commission
(the "SEC") in connection with the Proposed Offer. The Schedule
13E-3 will contain additional information regarding the Proposed
Offer, including, without limitation, information regarding the
special meeting of shareholders of Qiao Xing Mobile Communication
Co., Ltd that will be called to consider the Proposed Offer. The
Schedule 13E-3 will contain important information about Qiao Xing
Universal Resources, Inc., Qiao Xing Mobile Communication Co., Ltd,
the Proposed Offer and related matters. Investors and shareholders
should read the Schedule 13E-3 and the other documents filed with
the SEC in connection with the Proposed Offer carefully before they
make any decision with respect to the Proposed Offer. A copy of the
Scheme of Arrangement with respect to the Proposed Offer will be an
exhibit to the Schedule 13E-3. The Proposed Offer is expected to be
exempt from the registration requirements of the United States
Securities Act of 1933 Act by virtue of the exemption provided by
Section 3(a)(10); however, it is possible that the offer may change
forms such that the exemption provided by Section 3(a)(10) may no
longer be available. In such a case Qiao Xing Universal Resources,
Inc. may file a Form F-4 with respect to the Proposed Offer.
The Schedule 13E-3 and all other documents filed with the SEC in
connection with the Proposed Offer will be available when filed
free of charge at the SEC's web site at www.sec.gov. Additionally,
the Schedule 13E-3 and all other documents filed with the SEC in
connection with the Proposed Offer will be made available to
investors or shareholders free of charge by calling or writing
to:
Company Contact:
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Rick Xiao, Vice
President
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Qiao Xing Universal
Resources
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Phone: +86-752-282-0268
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Email: rick@qiaoxing.com
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Filing under Rule 425 under
the Securities Act of 1933
Filing by: Qiao Xing Universal Resources, Inc.
Subject Company: Qiao Xing Mobile Communication Co., Ltd
SEC File No. of Qiao Xing Mobile Communication Co., Ltd:
001-33430
This press release is issued for information purposes only
and does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of the securities referred
to in this press release in any jurisdiction in contravention of
applicable law.
Neither the United States Securities and Exchange
Commission nor any state securities commission has approved or
disapproved of the Proposed Offer or securities to be issued in
connection therewith, or passed upon the adequacy or accuracy of
this press release, or the merits or fairness of the Proposed
Offer. Any representation to the contrary is a criminal
offense.
Company Contact:
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Qiao Xing Universal
Resources
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CCG Investor Relations
Inc.
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Rick Xiao, Vice
President
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Mr. Ed Job, CFA
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Phone: +86-752-282-0268
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Phone: +86-1381-699-7314
(Shanghai)
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Email: rick@qiaoxing.com
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Email: ed.job@ccgir.com
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SOURCE Qiao Xing Universal Resources, Inc.
Copyright . 17 PR Newswire