UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
(Amendment No. 1)
(Rule 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
CHINA ADVANCED CONSTRUCTION MATERIALS GROUP,
INC.
(Name of Issuer)
China Advanced Construction Materials Group, Inc.
Novel
Gain Holdings Limited
CACMG Acquisition, Inc.
Xianfu Han
Weili He
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of
Class of Securities)
169365 10 3
(CUSIP Number)
China Advanced Construction Materials Group, Inc. | Xianfu Han and Weili He |
9 North West Fourth Ring Road | c/o China Advanced Construction Materials Group, Inc. |
Yingu Mansion Suite 1708 | 9 North West Fourth Ring Road |
Haidian District Beijing | Yingu Mansion Suite 1708 |
Peoples Republic of China 100190 | Haidian District Beijing |
Attn: Jianling Chen | Peoples Republic of China 100190 |
+86 10 82525361 | +86 10 82525361 |
Novel Gain Holdings Limited | CACMG Acquisition, Inc. |
c/o China Advanced Construction Materials Group, Inc. | c/o China Advanced Construction Materials Group, Inc. |
9 North West Fourth Ring Road | 9 North West Fourth Ring Road |
Yingu Mansion Suite 1708 | Yingu Mansion Suite 1708 |
Haidian District Beijing | Haidian District Beijing |
Peoples Republic of China 100190 | Peoples Republic of China 100190 |
Attn: Xianfu Han | Attn: Xianfu Han |
+86 10 82525361 | +86 10 82525361 |
(Name, address and telephone number of person authorized to
receive
notices and communications on behalf of the persons filing
statement)
With copies to:
Peter X. Huang | James L. Hsu | Woon-Wah Siu |
Skadden, Arps, Slate, Meagher & Flom LLP | Squire Sanders & Dempsey (US) LLP | Pillsbury Winthrop Shaw Pittman LLP |
30th Floor, China World Office 2 | Suite 1207, 12th Floor | Suite 4201, Bund Center |
1 Jianguomenwai Avenue | Shanghai Kerry Centre | 222 Yan An Road East, Huangpu District |
Beijing 100004, PRC | 1515 Nanjing Road West | Shanghai, China 200002 |
+86 10 65355500 | Shanghai 200040 | +86 21 61377999 |
Peoples Republic of China | ||
+86 21 61036360 |
This statement is filed in connection with (check the appropriate box):
[X] The filing of solicitation materials on an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
[ ] The filing of a registration statement under the Securities Act of 1933.
[ ] A tender offer.
[ ] None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** | |
$24,030,074.35 | $2,753.85 |
* Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (A) the aggregate cash payment for the proposed $2.65 per share for 9,009,804 shares of common stock issued and outstanding as of November 10, 2011 (consisting of 17,819,387 shares of common stock outstanding as of November 10, 2011 minus 8,809,583 shares of common stock held, in the aggregate, by Mr. Xianfu Han and Mr. Weili He) and (B) the aggregate cash payment for the 616,375 shares of common stock underlying the outstanding warrants of the Company at $0.25 per share, the excess of the merger consideration of $2.65 per share over the exercise price of $2.40 per share under such warrant.
** The filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934 and the Securities and Exchange Commission Fee Rate Advisory #2 for Fiscal Year 2012, is calculated by multiplying the Transaction Valuation by 0.0001146.
[X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,753.85
Form or Registration No.:
Schedule 14APreliminary Proxy Statement
Filing Party: China Advanced Construction Materials Group, Inc.
Date
Filed: October 31, 2011
TABLE OF CONTENTS
Page | ||
INTRODUCTION | 1 | |
Item 1 | Summary Term Sheet | 2 |
Item 2 | Subject Company Information | 2 |
Item 3 | Identity and Background of Filing Person | 2 |
Item 4 | Terms of the Transaction | 3 |
Item 5 | Past Contacts, Transactions, Negotiations and Agreements | 4 |
Item 6 | Purposes of the Transaction and Plans or Proposals | 5 |
Item 7 | Purposes, Alternatives, Reasons and Effects | 6 |
Item 8 | Fairness of the Transaction | 8 |
Item 9 | Reports, Opinions, Appraisals and Negotiations | 9 |
Item 10 | Source and Amounts of Funds or Other Consideration | 9 |
Item 11 | Interest in Securities of the Subject Company | 10 |
Item 12 | The Solicitation or Recommendation | 10 |
Item 13 | Financial Statements | 11 |
Item 14 | Persons/Assets, Retained, Employed, Compensated Or Used | 11 |
Item 15 | Additional Information | 12 |
Item 16 | Exhibits | 12 |
INTRODUCTION
This Amendment No. 1 to the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this Schedule 13E-3 or Transaction Statement) is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act) jointly by the following persons (each, a Filing Person, and collectively, the Filing Persons): China Advanced Construction Materials Group, Inc., a Delaware corporation (the Company), the issuer of the common stock, par value $.001 per share (the Company Common Stock) that is subject to the Rule 13e-3 transaction; Novel Gain Holdings Limited, a British Virgin Islands company (Parent); CACMG Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub); Xianfu Han (Mr. Han), chairman of the board of directors and chief executive officer of the Company; and Weili He (Mr. He), vice chairman of the board of directors and chief operating officer of the Company.
On October 24, 2011, Parent, Merger Sub, Mr. Han, Mr. He and the Company entered into an agreement and plan of merger (the Merger Agreement) 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. Parent and Merger Sub are beneficially owned by Mr. Han and Mr. He (the Buyer Group). Concurrently with the filing of this Schedule 13E-3, the Company is filing with the SEC a preliminary proxy statement (the Proxy Statement) under Regulation 14A of the Exchange Act, relating to a special meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon, among other things, a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement will require the affirmative vote of the holders of both (a) a majority of the outstanding shares of Company Common Stock and (b) a majority of the outstanding shares of Company Common Stock other than the shares of Company Common Stock held by the Buyer Group (the Rollover Shares) as of the close of business, New York time, on the record date for the special meeting. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Proxy Statement.
Under the terms of the Merger Agreement, at the effective time of the Merger each share of Company Common Stock issued and outstanding immediately prior to the effective time of the Merger will be converted automatically into the right to receive $2.65 in cash (the Per Share Merger Consideration), without interest and less any applicable withholding taxes, excluding the shares of Company Common Stock owned by (i) Parent or Merger Sub, including the Rollover Shares to be contributed to Parent by the Buyer Group pursuant to an equity rollover agreement between Parent and the Rollover Stockholders (the Rollover Agreement) immediately prior to the effective time of the Merger or (ii) stockholders who have properly exercised, perfected and not withdrawn a demand for, or lost the right to, appraisal rights under Delaware law. The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining approval of the existing stockholders of the Company.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to them in the Proxy Statement.
All information contained in this Schedule 13E-3 concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.
The filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is controlled by any other Filing Person, or that any other Filing Person is an affiliate of the Company within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.
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Item 1 Summary Term Sheet.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
Item 2 Subject Company Information.
(a) Name and Address. The information set forth in the section of the Proxy Statement under the caption SPECIAL FACTORS RELATING TO THE MERGERThe Parties is incorporated herein by reference.
(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGRecord Date; Stockholders Entitled to Vote; Quorum
COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
COMMON STOCK TRANSACTION INFORMATION
The exact title of each class of the subject equity securities is China Advanced Construction Materials Group, Inc. common stock, par value $.001 per share.
(c) Trading Market and Price. The information set forth in the Proxy Statement under the caption MARKET PRICE AND DIVIDEND INFORMATION is incorporated herein by reference.
(d) Dividends. The information set forth in the Proxy Statement under the caption MARKET PRICE AND DIVIDEND INFORMATION is incorporated herein by reference.
(e) Prior Public Offerings. The information set forth in the Proxy Statement under the caption COMMON STOCK TRANSACTION INFORMATION is incorporated herein by reference.
(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the caption COMMON STOCK TRANSACTION INFORMATION is incorporated herein by reference.
Item 3 Identity and Background of Filing Person.
(a) Name and Address. China Advanced Construction Materials Group, Inc. is the subject company. The information set forth in the Proxy Statement under the caption SPECIAL FACTORS RELATING TO THE MERGERThe Parties is incorporated herein by reference.
(b) Business and Background of Entities. The information set forth in the Proxy Statement under the caption SPECIAL FACTORS RELATING TO THE MERGERThe Parties is incorporated herein by reference.
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(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference.
SPECIAL FACTORS RELATING TO THE
MERGERThe Parties
SPECIAL FACTORS RELATING TO THE MERGERBusiness and Background of Natural
Persons Related to the Company
SPECIAL FACTORS RELATING TO THE MERGERBusiness and Background of Natural
Persons Related to Parent and Merger Sub
Item 4 Terms of the Transaction.
(a) (1) Not applicable.
(a) (2) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of the Buyer Group for the Merger
3
THE SPECIAL MEETINGRecord Date; Stockholders Entitled to Vote; Quorum
SPECIAL FACTORS RELATING TO THE MERGERMaterial United States Federal Income Tax Consequences
Annex AMERGER AGREEMENT
(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Executive Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGEREffects on the Company if the Merger is not completed
SPECIAL FACTORS RELATING TO THE MERGERFinancing
THE SPECIAL MEETINGStock Ownership and Interests of Certain Persons
THE MERGER AGREEMENTTreatment of Common Stock
THE MERGER AGREEMENTTreatment of Company Options and Company Warrants
Annex AMERGER AGREEMENT
(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
APPRAISAL RIGHTS
Annex CDELAWARE GENERAL CORPORATION LAW SECTION 262
(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger, is incorporated herein by reference. There have been no other provisions in connection with the merger to grant unaffiliated security holders access to the corporate files of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.
(f) Eligibility for Listing or Trading. Not applicable.
Item 5 Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Executive Officers in the Merger
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SPECIAL FACTORS RELATING TO THE MERGERRelationship Between Us and the Buyer Group
THE MERGER AGREEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Annex AMERGER AGREEMENT
(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Executive Officers in the Merger
THE MERGER AGREEMENT
Annex AMERGER AGREEMENT
(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference.
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Executive Officers in the Merger
THE MERGER AGREEMENT
Annex AMERGER AGREEMENT
(e) Agreements Involving the Subject Companys Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Executive Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGERFinancing
THE MERGER AGREEMENT
Annex AMERGER AGREEMENT
Item 6 Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
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SPECIAL FACTORS RELATING TO THE MERGEREffects on the Company if the Merger is not Completed
SPECIAL FACTORS RELATING TO THE MERGERPlans for the Company
THE MERGER AGREEMENT
Annex AMERGER AGREEMENT
(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERPlans for the Company
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of the Buyer Group for the Merger
SPECIAL FACTORS RELATING TO THE MERGEREffects on the Company if the Merger is not Completed
SPECIAL FACTORS RELATING TO THE MERGERPlans for the Company
SPECIAL FACTORS RELATING TO THE MERGERFinancing
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Executive Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGERDelisting and Deregistration of the Company Common Stock
THE MERGER AGREEMENT
MARKET PRICE AND DIVIDEND INFORMATION
Annex AMERGER AGREEMENT
Item 7 Purposes, Alternatives, Reasons and Effects.
(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of the Buyer Group for the Merger
6
SPECIAL FACTORS RELATING TO THE MERGERPlans for the Company
THE MERGER AGREEMENT
Annex AMERGER AGREEMENT
(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of the Buyer Group for the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurpose of and Reasons of the Buyer Group Regarding the Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGEREffects on the Company if the Merger is not Completed
(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of the Buyer Group for the Merger
(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGEREffects on the Company if the Merger is not Completed
SPECIAL FACTORS RELATING TO THE MERGERPlans for the Company
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Executive Officers in the Merger
THE MERGER AGREEMENTEffects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws
7
THE MERGER AGREEMENTTreatment of Common Stock
THE MERGER AGREEMENTTreatment of Company Options and Company Warrants
SPECIAL FACTORS RELATING TO THE MERGERMaterial United States Federal Income Tax Consequences
APPRAISAL RIGHTS
Annex AMERGER AGREEMENT
Annex CDELAWARE GENERAL CORPORATION LAW SECTION 262
Item 8 Fairness of the Transaction.
(a), (b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGEROpinion of William Blair, Financial Advisor to the Special Committee
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPositions of the Buyer Group Regarding the Fairness of the Merger
Annex BFINANCIAL ADVISOR OPINION
(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGRecord Date; Stockholders Entitled to Vote; Quorum
THE SPECIAL MEETINGVote Required
THE MERGER AGREEMENTConditions to the Merger
Annex AMERGER AGREEMENT
(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGEROpinion of William Blair, Financial Advisor to the Special Committee
Annex BFINANCIAL ADVISOR OPINION
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(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
Item 9 Reports, Opinions, Appraisals and Negotiations.
(a)-(c) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference.
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGEROpinion of William Blair, Financial Advisor to the Special Committee
WHERE YOU CAN FIND MORE INFORMATION
Annex BFINANCIAL ADVISOR OPINION
Item 10 Source and Amounts of Funds or Other Consideration.
(a), (b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERFinancing
THE MERGER AGREEMENTFinancing
Annex AMERGER AGREEMENT
(c) Expenses. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
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SPECIAL FACTORS RELATING TO THE MERGEREffects on the Company if Merger is not Completed
SPECIAL FACTORS RELATING TO THE MERGERFees and Expenses
THE MERGER AGREEMENTTermination
THE MERGER AGREEMENTTermination Fees and Reimbursement of Expenses
Annex AMERGER AGREEMENT
(d) Borrowed Funds. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERFinancing
Item 11 Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Executive Officers in the Merger
COMMON STOCK OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS
(b) Securities Transactions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Executive Officers in the Merger
THE MERGER AGREEMENT
COMMON STOCK TRANSACTION INFORMATION
Annex AMERGER AGREEMENT
Item 12 The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Executive Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special Committee for the Merger
10
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
THE SPECIAL MEETINGVote Required
THE SPECIAL MEETINGStock Ownership and Interests of Certain Persons
COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
(e) Recommendation of Others. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPositions of the Buyer Group Regarding the Fairness of the Merger
THE SPECIAL MEETINGRecommendation of Our Board of Directors and Special Committee
Item 13 Financial Statements.
(a) Financial Information. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SELECTED FINANCIAL INFORMATION
WHERE YOU CAN FIND MORE INFORMATION
Annex E ANNUAL REPORT ON FORM 10-K
OF THE COMPANY, AS AMENDED
Annex F QUARTERLY REPORT ON FORM 10-Q OF THE COMPANY
(b) Pro forma information. Not applicable.
Item 14 Persons/Assets, Retained, Employed, Compensated Or Used.
(a) Solicitations or Recommendations. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERFees and Expenses
11
THE SPECIAL MEETINGSolicitation of Proxies
(b) Employees and corporate assets. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
THE SPECIAL MEETINGSolicitation of Proxies
Item 15 Additional Information.
(b) Other material information. The entirety of the Proxy Statement, including all Annexes thereto, is incorporated herein by reference.
Item 16 Exhibits.
(a)(1) Preliminary Proxy Statement of China Advanced Construction Materials Group, Inc., incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on November 30, 2011 (the Preliminary Proxy Statement).
(a)(2) Form of Proxy Card, incorporated herein by reference to the Preliminary Proxy Statement.
(a)(3) Notice of Special Meeting of Stockholders of the Company, incorporated herein by reference to the Proxy Statement.
(a)(4) Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
(a)(5) Press Release dated October 24, 2011, incorporated herein by reference to Exhibit 99.1 to the Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on October 24, 2011.
(c)(1) Opinion of William Blair & Company, dated October 24, 2011, incorporated herein by reference to Annex B of the Proxy Statement.
(c)(2) Discussion Materials prepared by William Blair & Company for discussion with the special committee of the board of directors of the Company, dated October 24, 2011 incorporated herein by reference to Exhibit (c)(2) to the Schedule 13E-3 filed with the Securities and Exchange Commission on November 1, 2011.
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(c)(3) Preliminary Discussion Materials prepared by William
Blair & Company for discussion with the special committee of the board of
directors of the Company, dated October 19, 2011.
(c)(4) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 18, 2011.
(c)(5) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 18, 2011.
(c)(6) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 17, 2011.
(c)(7) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 16, 2011.
(c)(8) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 14, 2011.
(c)(9) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 13, 2011.
(d)(1) Agreement and Plan of Merger, dated October 24, 2011, by and among the Company, Parent, Merger Sub, Mr. Xianfu Han (solely for the purposes of Section 8.3(c) and Section 8.3(e) therein) and Mr. Weili He (solely for the purposes of Section 8.3(c) and Section 8.3(e) therein) incorporated herein by reference to Annex A to the Proxy Statement.
(d)(2) Rollover Agreement, dated October 24, 2011, by and among Mr. Xianfu Han, Mr. Weili He and Parent incorporated herein by reference to Annex D to the Preliminary Proxy Statement.
(f)(1) Appraisal Rights, incorporated herein by reference to the Section titled Appraisal Rights in the Proxy Statement.
(f)(2) Section 262 of the Delaware General Corporation Law, incorporated herein by reference to Annex C to the Preliminary Proxy Statement.
(g) Not applicable.
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SIGNATURE
After due inquiry and to the best of knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
By: /s/ Tao Jin
Tao Jin
Director
Dated:
November 30,
2011
NOVEL GAIN HOLDINGS LIMITED
By: /s/ Xianfu Han
Xianfu Han
Director
Dated:
November 30, 2011
CACMG ACQUISITION, INC.
By: /s/ Xianfu Han
Xianfu Han
President
Dated:
November 30, 2011
XIANFU HAN
/s/ Xianfu Han
Dated: November 30, 2011
WEILI HE
/s/ Weili He
Dated: November 30, 2011
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EXHIBIT INDEX
(a)(1) Preliminary Proxy Statement of China Advanced Construction Materials Group, Inc., incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on October 31, 2011 (the Preliminary Proxy Statement).
(a)(2) Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
(a)(3) Notice of Special Meeting of Stockholders of the Company, incorporated herein by reference to the Proxy Statement.
(a)(4) Press Release dated October 24, 2011, incorporated herein by reference to Exhibit 99.1 to the Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on October 24, 2011.
(c)(1) Opinion of William Blair & Company, dated October 24, 2011, incorporated herein by reference to Annex B of the Proxy Statement.
(c)(2) Discussion Materials prepared by William Blair &
Company for discussion with the special committee of the board of directors of
the Company, dated October 24, 2011.incorporated herein by reference to
Exhibit (c)(2) to the Schedule 13E-3 filed with the Securities and Exchange
Commission on November 1, 2011.
(c)(3) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 19, 2011.
(c)(4) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 18, 2011.
(c)(5) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 18, 2011.
(c)(6) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 17, 2011.
(c)(7) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 16, 2011.
(c)(8) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 14, 2011.
(c)(9) Preliminary Discussion Materials prepared by William Blair & Company for
discussion with the special committee of the board of directors of the Company,
dated October 13, 2011.
(d)(1) Agreement and Plan of Merger, dated October 24, 2011, by and among the Company, Parent, Merger Sub, Mr. Xianfu Han (solely for the purposes of Section 8.3(c) and Section 8.3(e) therein) and Mr. Weili He (solely for the purposes of Section 8.3(c) and Section 8.3(e) therein) incorporated herein by reference to Annex A to the Proxy Statement.
(d)(2) Rollover Agreement, dated October 24, 2011, by and among Mr. Xianfu Han, Mr. Weili He and Parent incorporated herein by reference to Annex D to the Preliminary Proxy Statement.
(f)(1) Appraisal Rights, incorporated herein by reference to the Section titled Appraisal Rights in the Proxy Statement.
(f)(2) Section 262 of the Delaware General Corporation Law, incorporated herein by reference to Annex C to the Preliminary Proxy Statement.
(g) Not applicable.
15