SHENZHEN, China, September 14, 2011 /PRNewswire-Asia/ -- China Security & Surveillance Technology, Inc. ("CSST" or the "Company") (NYSE:CSR), a leading integrated surveillance and safety solutions provider in the P.R.C., today announced that, at the annual meeting of CSST stockholders held earlier today, the Company's stockholders voted, among other things, in favor of the proposal to adopt the previously announced Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 3, 2011, by and among Rightmark Holdings Limited, a British Virgin Islands company ("Parent"), Rightmark Merger Sub Limited, a Delaware corporation and a wholly owned, direct subsidiary of Parent ("Merger Sub"), the Company and Mr. Guoshen Tu (solely for the purpose of Section 6.15 of the Merger Agreement), pursuant to which Merger Sub will be merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent. Approximately 84.98% of the Company's total outstanding shares of common stock voted in person or by proxy at today's annual meeting. Approximately 69.31% of the shares outstanding were voted in favor of the proposal to adopt the Merger Agreement. The proposal to adopt the Merger Agreement was also approved by approximately 59.91% of the shares of common stock outstanding held by unaffiliated stockholders, satisfying the "majority of the minority" voting requirement set forth in the Merger Agreement.
The parties currently expect to complete the merger in September 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 New York Stock Exchange.
China Security & Surveillance Technology, Inc. today announced that its Board of Directors has received a non-binding proposal letter from its Chairman and Chief Executive Officer, Mr. Guoshen Tu ("Mr. Tu"), for Mr. Tu to acquire all of the outstanding shares of the Company’s common stock not currently owned by Mr. Tu, certain members of the management and their affiliated entities, in a going private transaction for $6.50 per share in cash subject to certain conditions. According to the proposal letter, the acquisition is intended to be financed with a combination of debt and equity capital to be secured by Mr. Tu. Mr. Tu currently beneficially owns approximately 20.9% of CSST’s common stock. A copy of the text of Mr. Tu’s proposal letter is set forth at the end of this press release.
As previously disclosed, CSST’s Board of Directors has formed a special committee consisting solely of independent directors (the "Special Committee") to consider, among other things, any proposal made by Mr. Tu, and the Special Committee has retained Nomura International (Hong Kong) Limited as its financial advisor and Shearman & Sterling LLP as its legal advisor to assist the Special Committee in its work. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that a transaction with Mr. Tu or any other transaction will be approved or consummated. The Company does not intend to disclose developments regarding these matters unless and until its Board of Directors determines there is a need to update the market.
Security/Protection/Parental Controls
csst.com