China Fire & Security Group, Inc. (CFSG) announced that it has entered into a definitive merger agreement with Amber Parent Limited, an affiliate of funds managed by Bain Capital Partners, LLC , and Amber Mergerco, Inc., a wholly-owned subsidiary of Parent or"Merger Sub".
Under the terms of the merger agreement, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive $9.00 in cash, except for (i) shares beneficially owned by the Company, any subsidiary of the Company, Parent or Merger Sub, and (ii) shares held by stockholders who have properly exercised and perfected appraisal rights.
The offer represents a total consideration of approximately $265.5 million, a 44% premium over the Company's closing price on March 4, 2011. The merger is currently expected to close before November 15, 2011.
The merger is subject to the adoption of the merger agreement by an affirmative vote of holders of at least 75% of the Company's outstanding shares of common stock and an affirmative vote of holders of more than 50% of the Company's outstanding shares of common stock held by the disinterested shareholders of the Company, as well as certain other customary closing conditions.
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