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China Security & Surveillance Technology Signs Agreement to Acquire 'Wandaiheng' Industrial Park
Aug 12, 2008 (08:08 AM EDT)
SHENZHEN, China, Aug. 12 /Xinhua-PRNewswire/ -- China Security & Surveillance Technology, Inc. ('The Company' & 'CSST'), a leading provider of digital surveillance technology in China, today announced that its wholly owned subsidiary, Safetech, has entered into an equity transfer agreement with Wenyan Zeng, the sole owner of Huge Long Limited ("Huge Long") pursuant to which Safetech will purchase 100% ownership of Huge Long through a series of transactions. Huge Long is a Hong Kong corporation and has entered into an agreement with Shenzhen Wandaiheng Industry Ltd. ("Wandai" or "Wandaiheng") to acquire 100% ownership of Wandaiheng which will close on or before December 31, 2009. Wandaiheng owns an approximately 80,000 square meter industrial park in Shenzhen.
Under the Equity Transfer Agreement, Safetech acquired the beneficial interest (but not the record ownership) of all issued and outstanding shares of capital stock of Huge Long from Ms. Zeng as of August 6, 2008 (the "First Closing") and will acquire the legal title and record ownership of all issued and outstanding shares of capital stock of Huge Long on or before December 31, 2009 (the "Second Closing"). The Second Closing is conditioned upon the acquisition by Huge Long of the legal title of Wandaiheng.
The Company will pay a total consideration of RMB 145,812,102 (approximately $21.3 million), consisting of RMB 102 million (approximately $14.9 million) in cash and RMB 43,812,102 (approximately $6.4 million) in the Company's shares of common stock. The number of shares issuable in satisfaction of the equity portion of the purchase price is 453,736 (based upon $14.09/share, the 20-day average closing price of the Company's common stock prior to the signing of the equity transfer agreement) which will be issued within 90 days following the execution of the equity transfer agreement. The Company has paid off RMB 80 million (approximately $11.7 million) of the cash portion of the purchase price before the First Closing, the remaining RMB 22 million (approximately $3.2 million) of the cash consideration will be paid at the Second Closing. Under the equity transfer agreement, the Company has the exclusive right to use the Industry Park after the First Closing.
Mr. Guoshen Tu, Chairman & CEO commented, "We are pleased to move forward with our goal of ultimately acquiring the Wandai industrial park. Our plans to consolidate the manufacturing facilities of our existing and potentially acquired entities into a single location in Shenzhen are expected to result in greater economies of scale and stronger overall operating efficiencies for our business."
About China Security & Surveillance Technology, Inc.
Based in Shenzhen, China, China Security manufactures, distributes, installs and maintains security and surveillance systems throughout the PRC. China Security has manufacturing facilities located in China and an R&D facility which maintains an exclusive collaboration agreement with Beijing University and Wuhan University. China Security has built a diversified customer base through its extensive sales and service network that includes numerous points of presence throughout the PRC. To learn more about the Company visit http://www.csst.com .
Safe Harbor Statement
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements. Such statements include, among others, those concerning our ability to acquire the legal title of Huge Long and Wandaiheng, our strategic and operational plans, our future operating results, our expectations regarding the market for security and surveillance products, our expectations regarding the continued growth of the security and surveillance market, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause our actual results to differ materially from those anticipated, expressed or implied in the forward-looking statements. These risks and uncertainties include, but not limited to, the factors mentioned in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2007, and other risks mentioned in our other reports filed with the Securities Exchange Commission, or SEC. Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system (EDGAR) at http://www.sec.gov . The words "believe," "expect," "anticipate," "project," "targets," "optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The Company assumes no obligation and does not intend to update any forward-looking statements, except as required by law.
CONTACT: Kewa Luo of China Security & Surveillance, +1-212-984-0688, or email@example.com; Or Investor Contact: Bill Zima & Ashley Ammon MacFarlane,+1-203- 682-8200; Or Media Contact: Patrick Yu of Fleishman-Hillard HongKong, +852- 2540-2577, or
Web site: http://www.csst.com/ http://www.sec.gov/