China Growth Equity Investment Ltd. to Merge with China Dredging Group Co.,
Ltd. and Acquire Fujian Provincial Pingtan County Ocean Fishing Group Co.,
NEW YORK, Oct. 25, 2012
- Business Combination Valued at Approximately $783 Million
NEW YORK, Oct. 25, 2012 /PRNewswire/ --China Growth Equity Investment Ltd.
(Nasdaq: CGEI; CGEIU; CGEIW) ("CGEI"), a special purpose acquisition company
("SPAC"), China Dredging Group Co., Ltd. ("CDGC") and Fujian Provincial
Pingtan County Ocean Fishing Group Co., Ltd. ("Pingtan Fishing") today
announced that CGEI and CDGC have entered into a definitive merger agreement
for CGEI to merge with CDGC and that CGEI and Pingtan Fishing have entered
into a definitive agreement for CGEI to acquire Pingtan Fishing.The parties
expect the transactions to provide CDGC and Pingtan Fishing with necessary
financial resources for the companies' next stage of growth.
CDGC, a British Virgin Islands holding company, is one of the leading
independent (not state-owned) providers of dredging services in the PRC
through its PRC subsidiary Fujian Xing Gang Port Service Co., Ltd., or Fujian
Service. Pingtan Fishing is a rapidly growing fishing company and provider of
quality seafood in the PRC.
The combined entity, which will be renamed "Pingtan Marine Enterprise Ltd.,"
intends to apply to be listed on NASDAQ under the ticker symbol "PME". Upon
completion of the merger and the acquisition, successful entrepreneur Xinrong
Zhuo, the founder, Chairman and controlling shareholder of both CDGC and
Pingtan Fishing will be the chairman of the combined company.
The business combination is subject to the approval of CGEI's shareholders as
well as other customary closing conditions. Assuming the closing conditions
are met, the business combination is expected to be completed during the first
quarter of 2013.
Pro forma fiscal year 2011 revenues and net income for CGEI, CDGC and Pingtan
Fishing were $252.6 million and $106.8 million, respectively. For the 6 months
ending June 30, 2012, pro forma combined revenues were $145.0 million and net
income was $49.4 million.
"CGEI's combination with CDGC and Pingtan Fishing is the culmination of our
search for a successful company with a proven track record of profitability
and attractive growth prospects," said Xuesong Song, China Growth's board
chairman. "We believe that CDGC's highly profitable dredging business
represents a unique opportunity as one of the largest dredging providers in
China. Pingtan Fishing provides the combined company with a strong and fast
growing platform in a fragmented industry."
Added Mr. Zhuo, the Chairman of CDGC: "We are truly excited about the
immediate positive impact of the capital this transaction will provide to help
Pingtan Marine Enterprise execute on its long-term growth strategy with
greater access to capital and a public currency to support additional future
As part of the business combination, each CDGC ordinary or Class A preferred
share will be exchanged for 0.82947 ordinary shares of CGEI. The shareholders
of Pingtan Fishing will receive an aggregate of 25,000,000 CGEI ordinary
shares. Upon completion of the business combination, CGEI shareholders will
own approximately 7.75% of the outstanding ordinary shares of the combined
company, assuming no redemptions by CGEI shareholders. After the closing, CGEI
will have approximately 78,962,376 ordinary shares outstanding, valuing the
company at approximately $783 million.
Reed Smith LLP provided legal counsel to CGEI. DLA Piper LLP (US) provided
legal counsel to CDGC.
China Growth Equity Investment Ltd. (Nasdaq: CGEI; CGEIU; CGEIW), or CGEI, is
a special purpose acquisition company ("SPAC"), also known as a blank-check
company incorporated as a Cayman Islands-exempted company. CGEI intends to use
the net proceeds from its initial public offering for the purpose of acquiring
one or more operating companies through a merger, share capital exchange,
asset acquisition, share purchase, reorganization or similar business
Through its PRC subsidiary, Fujian Service, CDGC provides specialized dredging
services exclusively to the PRC marine infrastructure market and is, based on
the number and capacity of the dredging vessels it operates, one of the
leading independent (not state-owned) providers of such services in the PRC.
Since its inception, CDGC has functioned exclusively as a specialist
subcontractor, performing dredging services for other companies licensed to
function as general contractors. CDGC engages in capital dredging, maintenance
dredging and reclamation dredging projects and primarily sources its projects
by subcontracting projects from general contractors.
About Pingtan Fishing
Pingtan Fishing primarily engages in ocean fishing with many of its self-owned
vessels operating within the Indian Exclusive Economic Zone and the Arafura
Sea of Indonesia. Pingtan Fishing is a rapidly growing fishing company and
provider of quality seafood in the PRC.
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
In connection with the proposed business combination, CGEI will prepare and
file with the U.S. Securities and Exchange Commission (the "SEC") a proxy
statement. When completed, a definitive proxy statement and a form of proxy
will be mailed to the shareholders of CGEI. Before making any voting decision,
shareholders are urged to read the proxy statement carefully and in its
entirety because it will contain important information about the proposed
merger. Shareholders will be able to obtain, without charge, a copy of the
proxy statement and other relevant documents filed with the SEC when they
become available through the SEC's website at http://www.sec.gov
.Shareholders will also be able to obtain, without charge, a copy of the
proxy statement and other relevant documents when they become available by
contacting CGEI's Corporate Secretary, Chantelle Bai, at CN11 Legend Town,
No.1 Balizhuangdongli, Chaoyang District, Beijing, 100025, P.R.C., telephone
number (+86-10-6550-3186), or by email to firstname.lastname@example.org .
This press release contains forward-looking statements that reflect CGEI's,
CDGC's and Pingtan Fishing's current beliefs, expectations or intentions
regarding future events. Any statements contained in this press release that
are not statements of historical fact may be deemed forward-looking
statements. Words such as "to merge," "to name," "to receive," "will," "may,"
"could," "should," "expect," "expected," "proposed," "contemplated," "plan,"
"project," "intend," "anticipate," "believe," "estimate," "predict,"
"potential," "continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, CGEI's, CDGC's and Pingtan Fishing's expectations with respect to
the combined company's plans, objectives, expectations and intentions with
respect to future operations; approval and adoption of business combination by
the requisite number of shareholders; and the timing of the completion of the
proposed business combination. All forward-looking statements involve
significant risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in the forward-looking statements,
many of which are generally outside the control of CGEI's, CDGC's and Pingtan
Fishing's and are difficult to predict. Examples of such risks and
uncertainties include, but are not limited to: (i) the failure of the business
combination to close for any reason; (ii) general business and economic
conditions; (iii) the performance of financial markets; (iv) risks relating to
the consummation of the contemplated business combination, including the risk
that required shareholder approval and regulatory agencies might not be
obtained in a timely manner or at all or that other closing conditions are not
satisfied; (v) the impact of the business combination on the markets for the
combined company's products and services; (vi) the employees of CGEI, CDGC and
Pingtan Fishing not being combined and integrated successfully; (vii)
operating costs and business disruption following the business combination,
including adverse effects on employee retention and on CGEI's, CDGC's and
Pingtan Fishing's business relationships with third parties; (viii) the
inability of the combined company following the closing of the business
combination to meet NASDAQ's listing requirements and the failure of the
combined company's securities to be listed or continue to be listed on NASDAQ;
(ix) the amount of cash available to the combined company following the
business combination being insufficient to allow CGEI, CDGC, Pingtan Fishing
or the combined company to achieve their business goals; and (xi) the future
performance of the combined company following the closing of the business
combination. Additional factors that could cause actual results to differ
materially from those expressed or implied in the forward-looking statements
can be found in the most recent annual report on Form 10-K, and the
subsequently filed quarterly reports on Form 10-Q and current reports on Form
8-K filed by CGEI with the SEC, the most recent annual report on Form 20-F and
current reports on Form 6-K filed by CDGC with the SEC, as well as the proxy
statement when it becomes available. Each of CGEI, CDGC and Pingtan Fishing
anticipates that subsequent events and developments may cause their views and
expectations to change.Neither CGEI, CDGC nor Pingtan Fishing assumes any
obligation, and they specifically disclaim any intention or obligation, to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.
Participants in the Solicitation
CGEI and its directors and officers may be deemed to be participants in the
solicitation of proxies from the shareholders of CGEI in connection with the
proposed business combination. Information regarding the officers and
directors of CGEI is available in CGEI's annual report on Form 10-K for the
year ended December 31, 2011, which has been filed with the SEC. Additional
information regarding the interests of such potential participants will also
be included in the proxy statement for the proposed business combination and
the other relevant documents filed with the SEC.
Contact: CGEI, Jin Shi, +86-10-6550-3186, Shi@chum.com.cn or CDGC, Bin Lin,
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