YANTAI, China, Dec. 7, 2020 /PRNewswire/ -- Newater Technology,
Inc. (NASDAQ: NEWA) ("NEWA", or the "Company"), a
developer, service provider and manufacturer of membrane filtration
products and related hardware and engineered systems that are used
in the treatment, recycling and discharge of wastewater, today
provided an update on its "going private" merger transaction with
Crouching Tiger Holding Limited, an exempted company with limited
liability incorporated under the laws of the Cayman Islands (the "Parent"), and
Green Forest Holding Limited, a company with limited liability
incorporated under the laws of the British Virgin Islands and a wholly-owned
subsidiary of the Parent (the "Merger Sub").
On September 29, 2020, the Company
announced that it has entered into a definitive Agreement and Plan
of Merger (the "Merger Agreement") with the Parent and the
Merger Sub in connection with the "going private" transaction,
pursuant to which the Parent will acquire the Company for
US$3.65 per common share of the
Company. Mr. Li Yuebiao and Ms. Zhang
Zhuo, through special purpose vehicles owned by them
(together, the "Initial Subscribers") have entered into
share subscription agreements with the Parent, pursuant to which
the Initial Subscribers have committed to subscribe shares in the
Parent with cash in an aggregate amount of $742,856, the sum of which will be used by the
Parent to pay a portion of the aggregate merger consideration. The
remainder of the aggregate merger consideration will be paid with
Company cash on the balance sheet as of closing, while the Parent
has the right to seek alternative funding to replace the use of
such Company cash prior to the closing.
On December 2, 2020, the Parent
notified the Company that (i) Yancoal International (Holdings) Co.,
Limited, a private company limited by shares registered under the
laws of the Hong Kong Special Administration Region
("Yancoal"), entered into a share subscription agreement
with the Parent, pursuant to which Yancoal committed to subscribing
to certain shares in the Parent with cash in the amount of
$17,753,783, and (ii) the Initial
Subscribers would increase their subscription of the shares in the
Parent from a total of 203,522 shares to 744,950 shares in the
aggregate amount of $2,719,068, in
each case, subject to certain customary conditions.
The sum of the subscription amounts to be paid by the Initial
Subscribers and Yancoal will be used by the Parent to fund the
merger consideration. The independent committee of the Company's
board of directors has approved the updated arrangement for the
payment of the merger consideration.
ABOUT NEWATER TECHNOLOGY, INC.
Founded in 2012 and headquartered in Yantai, China, the Company, operating its business
through its wholly owned subsidiary Yantai Jinzheng Eco-Technology
Co. Ltd., specializes in the development, manufacture and sale of
DTRO (Disk Tube Reverse Osmosis) and DTNF (Disk Tube
Nano-Filtration) membranes for waste water treatment, recycling and
discharge. NEWA provides integrated technical solutions in
engineering support and installation, technical advice and water
purification services, and other project-related solutions to turn
wastewater into valuable clean water. More information about the
Company can be found at www.dtNEWA.com.
The Company's core business includes:
- Reuse of high quality reclaimed water;
- High-salt and high-polluting wastewater treatment and near
zero-liquid discharge;
- Highly efficient treatment of Landfill leachate; and
- Utilization of acid or alkali-containing wastewater as
resources.
More information about the Company can be found at:
www.dtNEWA.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. When the Company uses words such as
"may", "will", "intend", "should", "believe", "expect",
"anticipate", "project", "estimate" or similar expressions that do
not relate solely to historical matters, it is making
forward-looking statements. Specifically, the Company's statements
regarding the transaction are forward-looking statements.
Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that may cause the actual
results to differ materially from the Company's expectations
discussed in the forward-looking statements. These statements are
subject to uncertainties and risks including, but not limited to,
the following: the Company's goals and strategies; the Company's
future business development; product and service demand and
acceptance; changes in technology; economic conditions; the growth
of the water filtration industry in China; reputation and brand; the impact of
competition and pricing; government regulations; fluctuations in
general economic and business conditions in China and assumptions underlying or related to
any of the foregoing and other risks contained in reports filed by
the Company with the Securities and Exchange Commission. For these
reasons, among others, investors are cautioned not to place undue
reliance upon any forward-looking statements in this press release.
Additional factors are discussed in the Company's filings with the
U.S. Securities and Exchange Commission, which are available for
review at www.sec.gov. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof.
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SOURCE Newater Technology, Inc.