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8-K - FORM 8-K - CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. | form8k.htm |
Exhibit 99.1
China Security & Surveillance Technology Announces Expiration of "Go-Shop" Period
China Security & Surveillance Technology, Inc. (CSST or the Company) (NYSE: CSR; Nasdaq Dubai: CSR), a leading integrated surveillance and safety solutions provider in the PRC, today announced the expiration of the 60-day go-shop" period pursuant to the terms of the previously announced Amended and Restated Agreement and Plan of Merger (the Merger Agreement), entered into on May 3, 2011, among the Company, Rightmark Holdings Limited, Rightmark Merger Sub Limited and Mr. Guoshen Tu (solely for the purpose of Section 6.15) .
Under the terms of the Merger Agreement, the Company and its subsidiaries and their respective representatives had the right to directly or indirectly initiate, solicit and encourage any alternative transaction proposals from third parties and enter into and maintain discussions or negotiations with respect to any alternative transaction proposals until 11:59 pm, New York City time, on July 2, 2011. During the "go-shop" period, at the direction of the special committee of the Companys board of directors, the financial advisor to the special committee contacted 68 parties, including 29 strategic parties and 39 financial sponsors, to solicit interest in a possible alternative transaction. Despite these solicitation efforts, the Company did not receive any alternative transaction proposals during the "go-shop" period.
Pursuant to the Merger Agreement, unaffiliated stockholders of the Company will have the right to receive $6.50 per share in cash without interest at the effective time of the merger. The completion of the transaction is subject to customary closing conditions, including receipt of stockholder approval. The closing of the transaction is expected to occur in the third calendar quarter of 2011.
Important Additional Information and Where to Find
it
In connection with the proposed transaction, the Company has filed a
preliminary proxy statement and other relevant documents concerning the
transaction with the SEC and will file with the SEC a definitive proxy
statement, and may file with the SEC other documents regarding the proposed
transaction. When completed, a definitive proxy statement and a form of proxy
will be mailed to stockholders of the Company. INVESTORS AND STOCKHOLDERS ARE
URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER
MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PERSONS
SOLICITING PROXIES IN CONNECTION WITH THE PROPOSED TRANSACTION ON BEHALF OF THE
COMPANY AND THE INTERESTS OF THOSE PERSONS IN THE PROPOSED TRANSACTION AND RELATED MATTERS.
Stockholders will be able to obtain these documents, as well as other filings
containing information about the Company, the proposed transaction and related
matters, without charge, from the SECs website (http://www.sec.gov) or
at the SECs public reference room at 100 F Street, NE, Room 1580, Washington,
D.C. 20549. In addition, these documents can be obtained, without charge, by
contacting the Company at 13/F, Shenzhen Special Zone Press Tower, Shennan Road,
Futian District, Shenzhen, People's Republic of China, 518034, telephone: (86)
755-83510888.
The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from our stockholders with respect to the proposed transaction. You can find information about the Companys executive officers and directors in its Annual Report on Form 10-K for the year ended December 31, 2010 filed on February 28, 2011, as amended on April 29, 2011. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.
This announcement is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that may be made with the SEC should the proposed merger go forward.
About China Security & Surveillance Technology,
Inc.
Based in Shenzhen, China, CSST designs, manufactures, sells,
installs, services and monitors electronic surveillance and safety products and
solutions, including related software, in China. Its customers are mainly
comprised of government, commercial, industrial and education entities. CSST has
built a diversified customer base through its extensive sales and service
network that includes branch offices and distribution points throughout China.
To learn more about the Company visit http://www.csst.com
Safe Harbor Statement
This press release may include
certain statements that are not descriptions of historical facts, but are
forward-looking statements. Such statements include, among others, those
concerning expected benefits and costs of the proposed merger; management plans
relating to the merger; the expected timing of the completion of the merger; the
parties ability to complete the merger considering the various closing
conditions, including any conditions related to regulatory approvals, as well as
all assumptions, expectations, predictions, intentions or beliefs about future
events. Forward-looking statements can be identified by the use of
forward-looking terminology such as will, believes, expects or similar
expressions. Such information is based upon expectations of our management that
were reasonable when made but may prove to be incorrect. All of such assumptions
are inherently subject to uncertainties and contingencies beyond our control and
based upon premises with respect to future business decisions, which are subject to change. We do not undertake to
update the forward-looking statements contained in this press release. For a
description of the risks and uncertainties that may cause actual results to
differ from the forward-looking statements contained in this press release, see
our most recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission ("SEC"), and our subsequent SEC filings. Copies of filings
made with the SEC are available through the SECs electronic data gathering
analysis retrieval system at http://www.sec.gov
For further information, please contact:
Company Contact: Amy Tang
China Security & Surveillance
Technology, Inc.
Tel: +86-755-8351-0888 ext. 6138
Email: ir@csst.com
Investor and Media Contact:
Patrick Yu, Fleishman-Hillard
Hong Kong
Tel: +852-2530-2577
Email: patrick.yu@fleishman.com