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8-K - China Architectural Engineering, Inc. | v190921_8k.htm |
EX-10.1 - China Architectural Engineering, Inc. | v190921_ex10-1.htm |
China
Architectural Engineering Receives Extended Waiver from Bondholders to
Acquire
Majority Stake in ConnGame
ZHUHAI,
China & NEW YORK, July 19, 2010 – China Architectural Engineering, Inc.
(“CAE” or the “Company”) (NASDAQ: CAEI), a provider of design, engineering,
fabrication and installation services of high-end building envelope systems,
today announced that it has received an extension of the waiver agreement from
its bondholders for the Company’s proposed acquisition of a majority stake in
Shanghai ConnGame Network Co. Ltd. (“ConnGame”).
Under the
extended waiver agreement, the Company is able to move forward with its proposed
acquisition of a 60% equity interest of ConnGame for the issuance of the 25
million CAEI shares, subject to compliance with the terms and conditions of the
waiver. In the waiver, the Company agreed that it would pay to The
Royal Bank of Scotland N.V., London Branch and CITIC Capital China Mezzanine
Fund Limited all outstanding interest in arrears on the bonds, plus all other
applicable interest up until the payment date, within 30 days after the closing
of the ConnGame acquisition and issuance of the shares, but no later than
September 30, 2010. The Company has also agreed to pay all unsettled
amounts of an overdraft facility, which include all outstanding principal and
interest amounts.
The
Company also announced today that it has filed its definitive information
statement with the Securities and Exchange Commission and intends to mail out
the information statement to its shareholders in this week. CAE intends to close
the ConnGame acquisition after 20 calendar days of the mailing in accordance
with federal proxy rules.
The
proposed acquisition of ConnGame is subject to a number of closing conditions,
including but not limited to the bondholders’ continued waiver of their rights
to a reduction in the conversion price of the Company’s outstanding convertible
bonds and exercise price of the related warrants as a result of the proposed
acquisition and execution of a definitive acquisition agreement for the proposed
acquisition.
Mr. Ken
Yi Luo, the Company’s Chief Executive Officer and Chairman, commented, “We are
pleased to have received an extended waiver from our bondholders, providing CAE
time to complete the final documentation of our ConnGame acquisition. We
appreciate the support of our bondholders and look forward to the completion of
the ConnGame acquisition in the near future. We believe that the dedicated
efforts of our management team will drive the company’s growth and reward our
shareholders in the long run.”
About
China Architectural Engineering
China
Architectural Engineering, Inc. (NASDAQ:CAEI) is a provider of design,
engineering, fabrication and installation services of high-end curtain wall
systems, roofing systems, steel construction systems, and eco-energy
systems. Founded in 1992, CAEI has maintained its market leadership
by providing timely, high-quality, reliable, fully integrated, and
cost-effective solutions. Collaborating with world-renowned
architects and building engineers, the Company has successfully completed over
one hundred large, complex and unique projects worldwide, including numerous
award-winning landmarks across Asia’s major cities.
For
further information on China Architectural Engineering, Inc., please visit
www.caebuilding.com
About
Shanghai ConnGame
Shanghai
ConnGame, founded and led by seasoned experts with extensive previous success in
China’s online game industry, develops and operates MMORPGs in
China. Leveraging its innovative game engines, scalable development
platforms, and accomplished production teams, ConnGame focuses on self-developed
MMORPGs game titles that are based on China’s iconic characters and nostalgic
epochs.
Forward-Looking
Statements
In
addition to historical information, the statements set forth above may include
forward-looking statements that may involve risk and uncertainties that could
cause actual results to differ materially from those in the forward-looking
statements. Actual results could differ materially from the expectations
contained in forward-looking statements as a result of risks and uncertainties,
including, but not limited to, the negotiation and execution of a definitive
acquisition agreement for the proposed acquisition; closing conditions including
but not limited to regulatory approvals; required Company payments and other
obligations under the waiver agreement; difficulties related to integration and
management of the combined operations; reduction or reversal of the Company's
recorded revenue or profits due to "percentage of completion" method of
accounting and expenses; the Company’s ability to obtain a modification for the
Waiver agreement with the bondholders applicable to the proposed acquisition of
ConnGame; increasing provisions for bad debt related to the Company’s accounts
receivable; fluctuation and unpredictability of costs related to our products
and services; the Company’s plans to enter into real estate development projects
such as the Nine Dragons Project; adverse capital and credit market
conditions; fluctuation and unpredictability of costs related to the
Company’s products and services; expenses and costs associated with its
convertible bonds, regulatory approval requirements and competitive conditions.
These and other factors that may result in differences are
discussed in greater detail in the Company’s reports and other filings with the
Securities and Exchange Commission.
Investor
Contact:
ICR:
Michael
Tieu
Tel: +86-10-6599-7960
Email:
michael.tieu@icrinc.com
Bill
Zima
Tel: +1-203-682-8200
Email:
bill.zima@icrinc.com