China Security & Surveillance Technology, an integrated surveillance and safety solutions provider in the P.R.C., has entered into a definitive agreement and plan of merger with Rightmark Holdings Limited, a British Virgin Islands company wholly owned indirectly by Guoshen Tu, and Rightmark Merger Sub Limited ("Merger Sub"), a Delaware corporation wholly owned by Parent. Guoshen Tu is the company’s CEO and the Chairman of the company’s board of directors and beneficially owns approximately 20.9 percent of the company’s shares of common stock.
China Security & Surveillance Technology, an integrated surveillance and safety solutions provider in the P.R.C., has entered into a definitive agreement and plan of merger with Rightmark Holdings Limited, a British Virgin Islands company wholly owned indirectly by Guoshen Tu, and Rightmark Merger Sub Limited ("Merger Sub"), a Delaware corporation wholly owned by Parent. Guoshen Tu is the company's CEO and the Chairman of the company's board of directors and beneficially owns approximately 20.9 percent of the company's shares of common stock.
Under the terms of the merger agreement, each share of the company common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive US$6.50 in cash without interest, except for shares in respect of which appraisal rights have been properly exercised under Delaware law, and shares owned by Parent and Merger Sub (including shares to be contributed to Parent by Guoshen Tu and certain other senior members of the management pursuant to a rollover agreement between Parent and the Rollover investors immediately prior to the effective time of the merger), which will be cancelled without receiving any consideration.
Parent has secured debt facility from China Development Bank Hong Kong Branch to finance the transactions contemplated by the merger agreement. The company's board of directors, acting upon the unanimous recommendation of the special committee formed by the board of directors, approved the merger agreement and resolved to recommend that the company's stockholders vote to adopt the merger agreement. The special committee, which is composed solely of independent directors unrelated to any of Parent, Merger Sub or any of the management members of the company, negotiated the terms of the merger agreement.