WSP Holdings Ltd. (WH) announced that it has entered into an Agreement and Plan of Merger with WSP OCTG Group Ltd. or Parent, a company owned by H.D.S. Investments LLC, and JM OCTG Group Ltd., a company with limited liability and a direct wholly-owned subsidiary of Parent or Merger Sub. The transaction contemplated under the Merger Agreement represents a total transaction value of about $893.6 million, including the assumption of the company's outstanding debt.
The company's Board of Directors approved the Merger Agreement and the Merger and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The Merger is currently expected to close during the second quarter of 2013.
As per to the Merger Agreement, each of the company's ordinary shares issued and outstanding immediately prior to the effective time of the Merger will be cancelled and cease to exist in exchange for the right to receive $0.32 without interest, and each American Depositary Share or "ADS", which represents ten Shares, will represent the right to surrender the ADS in exchange for $3.20 in cash without interest, except for (a) Shares held of record by Expert Master Holdings Limited or EMH, a company wholly-owned by Longhua Piao, the company's Chairman and Chief Executive Officer, and UMW China Ventures (L) Ltd., which will be contributed to Parent immediately prior to the Merger in exchange for equity interests of Parent, and (b) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger under the Cayman Islands Companies Law.
The $0.32 per Share or $3.20 per ADS offer represents a premium of 60.0% over the company's closing price of $2.00 per ADS on December 12, 2011, the last trading day prior to the company's announcement of its receipt of a "going-private" proposal.
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