China Fire & Security (NASDAQ:CFSG)

BEIJING, Nov. 4, 2011 (GLOBE NEWSWIRE) -- China Fire & Security Group, Inc. (the "Company") (Nasdaq:CFSG), a leading total solution provider of industrial fire protection systems in China, announced today the completion of the merger (the "Merger") contemplated by the previously announced Agreement and Plan of Merger, dated May 20, 2011 (the "Merger Agreement"), by and among the Company, Amber Parent Limited, an exempted company incorporated in the Cayman Islands (the "Parent"), an affiliate of funds managed by Bain Capital Partners, LLC (the "Bain Capital"), and Amber Mergerco, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (the "Merger Sub"). As a result of the Merger, the Company became a wholly-owned subsidiary of Parent.

Under the terms of the Merger Agreement, which was approved by the Company's shareholders at the special meeting held on September 22, 2011, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger was converted automatically into the right to receive $9.00 in cash without interest and less any applicable withholding taxes, except for shares beneficially owned by the Company, any subsidiary of the Company, Parent or Merger Sub, including shares contributed to Parent or Merger Sub by certain special purpose companies (the "Rollover Investors") related to Mr. Weigang Li, the Chairman of the Board of the Company, Mr. Brian Lin, the Chief Executive Officer of the Company, and Mr. Weishe Zhang, the Vice President of Strategic Planning of the Company, which were cancelled without receiving any consideration. Under the terms of the Rollover Agreement, by and among the Parent, the Merger Sub and the Rollover Investors, entered into concurrently with the execution of the Merger Agreement, the shares contributed to the Parent were exchanged immediately prior to the Merger for a certain equity interest in the Parent and the shares contributed to Merger Sub were exchanged for a per share amount equal to $9.00 per share, which will be paid after the Company's shareholders generally receive their merger consideration. No shareholders have exercised appraisal rights. In addition, each outstanding stock option was canceled in exchange for a cash payment equal to the excess, if any, of $9.00 over the exercise price per share of such stock option less any required withholding taxes. Payment to holders of vested outstanding stock options was made as of the effective time of the Merger. Payment to holders of unvested outstanding stock options will be made on the dates such unvested stock options would have vested (subject to the same conditions on vesting as applied to the unvested stock options immediately prior to the completion of the Merger if such unvested stock options had not been cancelled as of the effective time of the Merger) without any crediting of interest for the period from the completion of the Merger until the date of such payment. Each outstanding share of restricted stock was converted into the right to receive, on the date such share of restricted stock would have vested (subject to the same conditions on vesting as applied to each share of restricted stock immediately prior to the completion of the Merger if such share of restricted stock had not been converted as of the effective time of the Merger), an amount in cash equal to $9.00 less any required withholding taxes and without any crediting of interest for the period from the effective time of the Merger until vesting.

BEIJING, Sept. 22, 2011 (GLOBE NEWSWIRE) -- China Fire & Security Group, Inc. (the "Company") (Nasdaq:CFSG), a leading total solution provider of industrial fire protection systems in China, announced today that, at the special meeting of shareholders held today, the Company's shareholders voted in favor of the proposal to adopt the previously announced Agreement and Plan of Merger, dated May 20, 2011 (the "Merger Agreement"), by and among the Company, Amber Parent Limited, an exempted company incorporated in the Cayman Islands ("Parent"), and Amber Mergerco, Inc., a Florida corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the merger as a wholly-owned subsidiary of Parent. Approximately 83.92% of the Company's total outstanding shares of common stock entitled to vote at such meeting voted in person or by proxy at the special meeting. Of the total outstanding shares of the Company's common stock entitled to vote at such meeting, approximately 83.04% were voted in favor of the proposal to adopt the Merger Agreement. The proposal to adopt the Merger Agreement was also approved by approximately 60.05% of the shares of common stock outstanding held by unaffiliated shareholders, satisfying the "majority of the minority" voting requirement set forth in the Merger Agreement.

The parties currently expect to complete the merger in the last quarter of 2011, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. If completed, the proposed merger would result in the Company becoming a privately held company and its common stock would no longer be listed on the NASDAQ Capital Market. 

BEIJING, May 20, 2011 (GLOBE NEWSWIRE) -- China Fire & Security Group, Inc. (Nasdaq:CFSG) ("China Fire" or the "Company"), a leading total solution provider of industrial fire protection systems in China, today announced that it has entered into a definitive merger agreement with Amber Parent Limited ("Parent"), an affiliate of funds managed by Bain Capital Partners, LLC ("Bain Capital"), and Amber Mergerco, Inc., a wholly-owned subsidiary of Parent ("Merger Sub").

BEIJING, March 7, 2011 (GLOBE NEWSWIRE) -- China Fire & Security Group, Inc.announced today that the Special Committee of its Board of Directors (the "Special Committee") has received a non-binding letter from a leading global private equity firm (the "PE"), pursuant to which the PE proposes to acquire all of the outstanding shares of common stock of China Fire in cash at a price which represents a premium over the current stock price (the "Proposal"). According to the Proposal, the PE is willing to structure the proposed acquisition to allow the existing members of the Company's management to exchange all or part of their equity interests in the Company into equity securities in the post-acquisition company. The Proposal is subject to certain conditions, including, among other things, successful completion of due diligence to the satisfaction of the PE.