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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 8)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
WSP Holdings Limited
(Name of the Issuer)
WSP Holdings Limited
Wuxi Heavy Industries, Ltd.
WHI Acquisitions, Ltd.
Mr. Longhua Piao
Expert Master Holdings Limited
UMW China Ventures (L) Ltd.
UMW Petropipe (L) Ltd.
UMW Holdings Berhad
Mr. Sergey Alexandrovich Borovskiy
General Transactions, Inc.
(Names of Persons Filing Statement)
Ordinary Shares
(Title of Class of Securities)
92934F104
(CUSIP Number)
WSP Holdings Limited | UMW China Ventures (L) Ltd. UMW Petropipe (L) Ltd. UMW Holdings Berhad Brumby Centre, Lot 42, Jalan Muhibbah Labuan, F.T. Malaysia Tel: +603 5163-5000 | |
Longhua Piao | Sergey Alexandrovich Borovskiy | |
Wuxi Heavy Industries, Ltd. |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
David T. Zhang, Esq. | Clyde E. Rankin, III, Esq. Baker & McKenzie LLP 452 Fifth Avenue New York, NY 10018 |
This statement is filed in connection with (check the appropriate box):
o The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
o The filing of a registration statement under the Securities Act of 1933.
o A tender offer
ý None of the above
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ý
Check the following box if the filing is a final amendment reporting the results of the transaction: o
Calculation of Filing Fee
| Transactional Valuation* | Amount of Filing Fee** | |
$17,400,072 | $2,374 | |
- *
- Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the aggregate cash payment for the proposed per share merger consideration of $0.32 for 54,375,226 outstanding ordinary shares of the issuer subject to the transaction (the "Transaction Valuation").
- **
- The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2013, was calculated by multiplying the Transaction Valuation by 0.00013640.
TABLE OF CONTENTS
This Amendment No. 8 to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this "Transaction Statement"), is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) WSP Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), the issuer of the registered ordinary shares, par value $0.0001 per share (each, a "Share" and collectively, the "Shares"), including the Shares represented by the American depositary shares ("ADSs"), each representing ten Shares, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Wuxi Heavy Industries, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"); (c) WHI Acquisitions, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"); (d) Mr. Longhua Piao, Chairman of the board of directors and chief executive officer of the Company ("Mr. Piao"); (e) Expert Master Holdings Limited, a British Virgin Islands company, which is wholly-owned by Mr. Piao ("EMH"); (f) UMW China Ventures (L) Ltd., a company incorporated in Malaysia ("UMW China"); (g) UMW Petropipe (L) Ltd., a company incorporated in Malaysia and the 100% shareholder of UMW China ("UMW Petropipe"); (h) UMW Holdings Berhad, a company incorporated in Malaysia and the 100% shareholder of UMW Petropipe (L) Ltd. whose shares are listed on the Malaysian Stock Exchange (together with UMW China and UMW Petropipe, "UMW"); (j) Mr. Sergey Alexandrovich Borovskiy, the sole director and the controlling shareholder of General Transactions, Inc. ("Mr. Borovskiy"); and (k) General Transactions, Inc., an exempted company with limited liability incorporated under the laws of the British Virgin Islands ("General Transactions"). EMH, wholly-owned by Mr. Piao, and UMW are collectively referred to herein as the "Rollover Shareholders."
On February 21, 2013, WSP OCTG Group Ltd. ("WSP OCTG"), JM OCTG GROUP Ltd. ("JM OCTG") and the Company entered into an agreement and plan of merger, which included a plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Exhibit A to the merger agreement (the "plan of merger"), providing for the merger of JM OCTG with and into the Company (the "merger"), with the Company continuing as the surviving company after the merger. On August 15, 2013, WSP OCTG, JM OCTG and the Company entered into an amendment to the agreement and plan of merger (together with the agreement and plan of merger, the "amendment No. 1"), which extended the termination date of the merger agreement from August 21, 2013 to December 31, 2013. On March 19, 2014, General Transactions, Parent, Merger Sub, H.D.S. Investment LLC ("HDS"), WSP OCTG, JM OCTG and the Company entered into an amendment No. 2, assignment and assumption agreement with respect to the agreement and plan of merger, which made certain additional amendments to the agreement and plan of merger, including further extending the termination date from December 31, 2013 to May 31, 2014, and each of WSP OCTG, JM OCTG and HDS assigned all of their respective rights and obligations under the agreement and plan of merger to Parent, Merger Sub and General Transactions, respectively, and Parent, Merger Sub and General Transactions assumed all such rights and obligations, respectively (the "amendment No. 2, assignment and assumption agreement"). The agreement and plan of merger, as amended and assigned, is referred to herein as the merger agreement. At the effective time of the merger, Parent and Merger Sub will be beneficially owned by (a) General Transactions, which is beneficially owned by Mr. Borovskiy, (b) EMH, which is wholly-owned by Mr. Piao, and (c) UMW.
We use herein the term "Buyer Group" to refer to WSP OCTG, JM OCTG and HDS, together with the Rollover Shareholders, collectively, prior to the execution of the amendment No. 2, assignment and assumption agreement, and to refer to Parent, Merger Sub and General Transactions, together with
1
the Rollover Shareholders, collectively, after the execution of the amendment No. 2, assignment and assumption agreement.
Under the terms of the merger agreement, at the effective time of the merger, other than (a) Shares owned by Parent, Merger Sub or the Company (as treasury Shares, if any), or by any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Company, in each case, immediately prior to the effective time of the merger; (b) the Rollover Shares (as defined below); and (c) the Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the Cayman Islands Companies Law (the "Dissenting Shares" and, together with the Shares referred to in clause (a) and the Rollover Shares, the "Excluded Shares"), each Share, 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 per Share and, for the avoidance of doubt, because each ADS represents ten Shares, each issued and outstanding ADS will represent the right to surrender the ADS in exchange for $3.20 in cash without interest (less $0.05 per ADS cancellation fees payable by holders of ADSs pursuant to the deposit agreement, dated December 6, 2007, as amended on February 1, 2012, among the Company, JPMorgan Chase Bank, N.A., as depositary (the "ADS depositary") and all holders of American depositary receipts issued thereunder (the "Deposit Agreement")), in each case, net of any applicable withholding taxes. The Rollover Shareholders have entered into a rollover agreement with WSP OTG and JM OCTG, which was amended and assigned by WSP OCTG to Parent and by JM OCTG to Merger Sub, on March 19, 2014 (as amended and assigned, the "rollover agreement"), pursuant to which they have agreed to contribute to Parent the Shares owned by them, representing approximately 73.4% of the outstanding Shares as of March 19, 2014 (the "Rollover Shares"), in exchange for an equity interest in Parent at the same price per share of Parent as is paid by General Transactions at the closing such that each of the Rollover Shareholders, following the closing, will own an equity interest in Parent corresponding to its percentage ownership in the Company prior to the effective time of the merger. The Dissenting Shares will be cancelled and cease to exist for the fair value of the Shares as described in more detail below.
The merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including obtaining the requisite approval of the shareholders of the Company. In order for the merger to be completed, the merger agreement, the plan of merger and the merger must be authorized and approved by a special resolution of the Company passed by an affirmative vote of shareholders representing two-thirds or more of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting.
The Company will make available to its shareholders a proxy statement (the "Proxy Statement," a preliminary copy of which is attached as Exhibit (a)(1) to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote upon, among other proposals, a proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.
2
All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, has produced any disclosure with respect to any other Filing Person.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet"
- •
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
Item 2 Subject Company Information
- (a)
- Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
- •
- "Summary Term Sheet — The Parties Involved in the Merger"
- (b)
- Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "The Extraordinary General Meeting — Record Date; Shares and ADSs Entitled to Vote"
- •
- "Security Ownership of Certain Beneficial Owners and Management of the Company"
- (c)
- Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
- •
- "Market Price of the Company's ADSs, Dividends and Other Matters"
- (d)
- Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
- •
- "Market Price of the Company's ADSs, Dividends and Other Matters"
- (e)
- Prior Public Offering. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
- •
- "Transactions in the Shares and ADSs"
- (f)
- Prior Stock Purchase. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
- •
- "Transactions in the Shares and ADSs"
Item 3 Identity and Background of Filing Person
- (a)
- Name and Address. WSP Holdings Limited is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — The Parties Involved in the Merger"
- •
- "Annex D — Directors and Executive Officers of the Company and Each Entity in the Buyer Group"
- (b)
- Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — The Parties Involved in the Merger"
3
- •
- "Annex D — Directors and Executive Officers of the Company and Each Entity in the Buyer Group"
- (c)
- Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — The Parties Involved in the Merger"
- •
- "Annex D — Directors and Executive Officers of the Company and Each Entity in the Buyer Group"
Item 4 Terms of the Transaction
- •
- "Summary Term Sheet"
- •
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
- •
- "Special Factors"
- •
- "The Extraordinary General Meeting"
- •
- "The Merger Agreement and Plan of Merger"
- •
- "Material U.S. Federal Income Tax Considerations"
- •
- "Material PRC Income Tax Considerations"
- •
- "Material Cayman Islands Tax Considerations"
- •
- "Annex A — Agreement and Plan of Merger, Amendment No. 1 and Amendment No. 2, Assignment and Assumption Agreement"
- (c)
- Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Interests of the Company's Executive Officers and Directors in the Merger"
- •
- "Special Factors — Interests of Certain Persons in the Merger"
- •
- "The Extraordinary General Meeting — Proposals to be Considered at the Extraordinary General Meeting"
- •
- "The Merger Agreement and Plan of Merger"
- •
- "Annex A — Agreement and Plan of Merger, Amendment No. 1 and Amendment No. 2, Assignment and Assumption Agreement"
- (d)
- Dissenter Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Dissenter Rights of Shareholders and ADS Holders"
- •
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
- •
- "Dissenter Rights"
(a)-(1) Material Terms.
Not applicable.
(a)-(2) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
4
- •
- "Annex C — Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) — Section 238"
- (e)
- Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
- •
- "Provisions for Unaffiliated Security Holders"
- (f)
- Eligibility of Listing or Trading.
Not applicable.
Item 5 Past Contracts, Transactions, Negotiations and Agreements
- (a)
- Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Special Factors — Related Party Transactions"
- •
- "Transactions in the Shares and ADSs"
- (b)
- Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Special Factors — Background of the Merger"
- •
- "Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Our Board of Directors"
- •
- "Special Factors — Purpose and Reasons of the Buyer Group for the Merger"
- •
- "Special Factors — Interests of Certain Persons in the Merger"
- •
- "The Merger Agreement and Plan of Merger"
- •
- "Annex A — Agreement and Plan of Merger, Amendment No. 1 and Amendment No. 2, Assignment and Assumption Agreement"
- (c)
- Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Special Factors — Background of the Merger"
- •
- "Special Factors — Plans for the Company after the Merger"
- •
- "Special Factors — Interests of Certain Persons in the Merger"
- •
- "The Merger Agreement and Plan of Merger"
- •
- "Annex A — Agreement and Plan of Merger, Amendment No. 1 and Amendment No. 2, Assignment and Assumption Agreement"
- (e)
- Agreements Involving the Subject Company's Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Rollover Agreement and Assignment and Assumption Agreement"
- •
- "Summary Term Sheet — Voting Agreements and Assignment and Assumption Agreement"
- •
- "Summary Term Sheet — Financing of the Merger"
- •
- "Special Factors — Background of the Merger"
5
- •
- "Special Factors — Plans for the Company after the Merger"
- •
- "Special Factors — Financing"
- •
- "Special Factors — Interests of Certain Persons in the Merger"
- •
- "Special Factors — Voting by Rollover Shareholders at the Extraordinary General Meeting"
- •
- "The Merger Agreement and Plan of Merger"
- •
- "Transactions in the Shares and ADSs"
- •
- "Annex A — Agreement and Plan of Merger, Amendment No. 1 and Amendment No. 2, Assignment and Assumption Agreement"
- •
- "Annex E — Rollover Agreement"
- •
- "Annex F-1 — Voting Agreement with EMH and Mr. Piao"
- •
- "Annex F-2 — Voting Agreement with UMW China"
- •
- "Annex I — Assignment and Assumption Agreement"
Item 6 Purposes of the Transaction and Plans or Proposals
- (b)
- Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet"
- •
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
- •
- "Special Factors — Purpose and Reasons of the Buyer Group for the Merger"
- •
- "Special Factors — Effect of the Merger on the Company"
- •
- "The Merger Agreement and Plan of Merger"
- •
- "Annex A — Agreement and Plan of Merger, Amendment No. 1 and Amendment No. 2, Assignment and Assumption Agreement"
- •
- "Summary Term Sheet — The Merger"
- •
- "Summary Term Sheet — Purposes and Effects of the Merger"
- •
- "Summary Term Sheet — Plans for the Company after the Merger"
- •
- "Summary Term Sheet — Financing of the Merger"
- •
- "Summary Term Sheet — Interests of the Company's Executive Officers and Directors in the Merger"
- •
- "Special Factors — Background of the Merger"
- •
- "Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Our Board of Directors"
- •
- "Special Factors — Purpose and Reasons of the Buyer Group for the Merger"
- •
- "Special Factors — Effect of the Merger on the Company"
- •
- "Special Factors — Plans for the Company after the Merger"
(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
6
- •
- "Special Factors — Financing"
- •
- "Special Factors — Interests of Certain Persons in the Merger"
- •
- "The Merger Agreement and Plan of Merger"
- •
- "Annex A — Agreement and Plan of Merger, Amendment No. 1 and Amendment No. 2, Assignment and Assumption Agreement"
Item 7 Purposes, Alternatives, Reasons and Effects
- (a)
- Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Purposes and Effects of the Merger"
- •
- "Summary Term Sheet — Plans for the Company after the Merger"
- •
- "Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Our Board of Directors"
- •
- "Special Factors — Purpose and Reasons of the Buyer Group for the Merger"
- (b)
- Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Special Factors — Background of the Merger"
- •
- "Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Our Board of Directors"
- •
- "Special Factors — Position of the Buyer Group as to the Fairness of the Merger"
- •
- "Special Factors — Purpose and Reasons of the Buyer Group for the Merger"
- •
- "Special Factors — Alternatives to the Merger"
- •
- "Special Factors — Effects on the Company if the Merger is not Completed"
- (c)
- Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Purposes and Effects of the Merger"
- •
- "Special Factors — Background of the Merger"
- •
- "Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Our Board of Directors"
- •
- "Special Factors — Position of the Buyer Group as to the Fairness of the Merger"
- •
- "Special Factors — Purpose and Reasons of the Buyer Group for the Merger"
- •
- "Special Factors — Effect of the Merger on the Company"
- (d)
- Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Purposes and Effects of the Merger"
- •
- "Special Factors — Background of the Merger"
- •
- "Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Our Board of Directors"
7
- •
- "Special Factors — Effect of the Merger on the Company"
- •
- "Special Factors — Plans for the Company after the Merger"
- •
- "Special Factors — Effects on the Company if the Merger is Not Completed"
- •
- "Special Factors — Interests of Certain Persons in the Merger"
- •
- "The Merger Agreement and Plan of Merger"
- •
- "Material U.S. Federal Income Tax Considerations"
- •
- "Material PRC Income Tax Considerations"
- •
- "Material Cayman Islands Tax Considerations"
- •
- "Annex A — Agreement and Plan of Merger, Amendment No. 1 and Amendment No. 2, Assignment and Assumption Agreement"
Item 8 Fairness of the Transaction
- •
- "Summary Term Sheet — Recommendations of the Special Committee and our Board of Directors"
- •
- "Summary Term Sheet — Position of Buyer Group as to Fairness"
- •
- "Summary Term Sheet — Interests of the Company's Executive Officers and Directors in the Merger"
- •
- "Special Factors — Background of the Merger"
- •
- "Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Our Board of Directors"
- •
- "Special Factors — Position of the Buyer Group as to the Fairness of the Merger"
- •
- "Special Factors — Opinion of the Special Committee's Financial Advisor"
- •
- "Special Factors — Interests of Certain Persons in the Merger"
- •
- "Annex B — Opinion of Houlihan Lokey (China) Limited"
- (c)
- Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Shareholder Vote Required to Approve the Merger Agreement"
- •
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
- •
- "The Extraordinary General Meeting — Vote Required"
- (d)
- Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Special Factors — Background of the Merger"
- •
- "Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Our Board of Directors"
(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
8
- (e)
- Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Recommendations of the Special Committee and our Board of Directors"
- •
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
- •
- "Special Factors — Background of the Merger"
- •
- "Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Our Board of Directors"
- (f)
- Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Special Factors — Background of the Merger"
- •
- "Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Our Board of Directors"
Item 9 Reports, Opinions, Appraisals and Negotiations
- (a)
- Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Special Factors — Background of the Merger"
- •
- "Special Factors — Opinion of the Special Committee's Financial Advisor"
- •
- "Annex B — Opinion of Houlihan Lokey (China) Limited"
- (b)
- Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Special Factors — Background of the Merger"
- •
- "Special Factors — Opinion of the Special Committee's Financial Advisor"
- •
- "Annex B — Opinion of Houlihan Lokey (China) Limited"
- (c)
- Availability of Documents. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
- •
- "Where You Can Find More Information"
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.
Item 10 Source and Amount of Funds or Other Consideration
- (a)
- Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Financing of the Merger"
- •
- "Special Factors — Financing"
- •
- "Special Factors — Equity Commitment Letter"
- •
- "The Merger Agreement and Plan of Merger"
9
- •
- "Annex A — Agreement and Plan of Merger, Amendment No. 1 and Amendment No. 2, Assignment and Assumption Agreement"
- (b)
- Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Financing of the Merger"
- •
- "Special Factors — Financing"
- •
- "Special Factors — Equity Commitment Letter"
- (c)
- Expenses. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
- •
- "Special Factors — Fees and Expenses"
- (d)
- Borrowed Funds.
Not applicable.
Item 11 Interest in Securities of the Subject Company
- (a)
- Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Share Ownership of the Company's Directors and Executive Officers and Voting Commitments"
- •
- "Special Factors — Interests of Certain Persons in the Merger"
- •
- "Security Ownership of Certain Beneficial Owners and Management of the Company"
- (b)
- Securities Transaction. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
- •
- "Transactions in the Shares and ADSs"
Item 12 The Solicitation or Recommendation
- (d)
- Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Share Ownership of the Company's Directors and Executive Officers and Voting Commitments"
- •
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
- •
- "Special Factors — Voting by Rollover Shareholders at the Extraordinary General Meeting"
- •
- "The Extraordinary General Meeting — Vote Required"
- •
- "Security Ownership of Certain Beneficial Owners and Management of the Company"
- •
- "Annex E — Rollover Agreement"
- •
- "Annex F-1 — Voting Agreement with EMH and Mr. Piao"
- •
- "Annex F-2 — Voting Agreement with UMW China"
- •
- "Annex I — Assignment and Assumption Agreement"
10
- (e)
- Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — Recommendations of the Special Committee and our Board of Directors"
- •
- "Summary Term Sheet — Position of the Buyer Group as to Fairness"
- •
- "Summary Term Sheet — Share Ownership of the Company's Directors and Executive Officers and Voting Commitments"
- •
- "Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Our Board of Directors"
- •
- "Special Factors — Position of the Buyer Group as to the Fairness of the Merger"
- •
- "The Extraordinary General Meeting — Our Board's Recommendation"
- (a)
- Financial Information. The audited financial statements of the Company for the years ended December 31, 2011 and December 31, 2012 are incorporated herein by reference to the Company's Annual Report on Form 20-F for the year ended December 31, 2012, filed on November 15, 2013 (see page F-1 and following pages).
- •
- "Financial Information"
- •
- "Where You Can Find More Information"
- (b)
- Pro Forma Information.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Not applicable.
Item 14 Persons/Assets, Retained, Employed, Compensated or Used
- (a)
- Solicitation or Recommendations. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
- •
- "Questions and Answers about the Extraordinary General Meeting and the Merger"
- •
- "The Extraordinary General Meeting — Solicitation of Proxies"
- (b)
- Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
- •
- "Summary Term Sheet — The Parties Involved in the Merger"
- •
- "Special Factors — Interests of Certain Persons in the Merger"
- •
- "Annex D — Directors and Executive Officers of the Company and Each Entity in the Buyer Group"
Item 15 Additional Information
- (c)
- Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
11
| (a)-(1) Preliminary Proxy Statement of the Company dated , 2014 (the "Proxy Statement"). |
(a)-(2) Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement. |
(a)-(3) Form of Proxy Card, incorporated herein by reference to Annex G of the Proxy Statement. |
(a)-(4) Form of ADS Voting Instruction Card, incorporated by reference to Annex H of the Proxy Statement. |
(a)-(5) Press Release issued by the Company, dated February 21, 2013, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the Securities and Exchange Commission on February 21, 2013. |
(a)-(6) Press Release issued by the Company, dated August 15, 2013, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the Securities and Exchange Commission on August 15, 2013. |
(a)-(7) Press Releases issued by the Company, dated March 19, 2014, incorporated herein by reference to Exhibit 99.1 to the Reports on Form 6-K furnished by the Company to the Securities and Exchange Commission on March 19, 2014, |
(b)-(1) Equity Commitment Letter, dated as of February 21, 2013, by and among H.D.S. Investment LLC, WSP OCTG GROUP Ltd. and JM OCTG GROUP Ltd.* |
(c)-(1) Opinion of Houlihan Lokey (China) Limited, dated February 21, 2013, to the Special Committee of the board of directors of the Company, incorporated herein by reference to Annex B of the Proxy Statement. |
(c)-(2) Presention to the Special Committee of the board of directors of the Company, dated February 21, 2013, from Houlihan Lokey (China) Limited.* |
(c)-(3) Update Discussion Materials for the Special Committee of the board of directors of the Company, dated April 25, 2012, from Houlihan Lokey (China) Limited.* |
(c)-(4) Update Discussion Materials for the Special Committee of the board of directors of the Company, dated February 27, 2012, from Houlihan Lokey (China) Limited.* |
(d)-(1) Agreement and Plan of Merger, dated as of February 21, 2013, amended on August 15, 2013, by and among WSP OCTG GROUP Ltd., JM OCTG GROUP Ltd. and WSP Holdings Limited, and as further amended and assigned by WSP OCTG GROUP Ltd. to Wuxi Heavy Industries, Ltd. and by JM OCTG GROUP Ltd. to WHI Acquisitions, Ltd. on March 19, 2014, incorporated herein by reference to Annex A to the Proxy Statement. |
(d)-(2) Rollover Agreement, dated as of February 21, 2013, by and among WSP OCTG GROUP Ltd., JM OCTG GROUP Ltd., Expert Master Holdings Limited, UMW China Ventures (L) Ltd. and Piao Longhua, incorporated herein by reference to Annex E to the Proxy Statement. |
(d)-(3) Voting Agreement, dated as of February 21, 2013, by and among WSP OCTG GROUP Ltd., JM OCTG GROUP Ltd., Expert Master Holdings Limited and Piao Longhua, incorporated herein by reference to Annex F-1 to the Proxy Statement. |
(d)-(4) Voting Agreement, dated as of February 21, 2013, by and among WSP OCTG GROUP Ltd., JM OCTG GROUP Ltd. and UMW China Ventures (L) Ltd., incorporated herein by reference to Annex F-2 to the Proxy Statement. |
12
| (d)-(5) Limited Guarantee, dated as of February 21, 2013, by H.D.S. Investment LLC in favor of WSP Holdings Limited.* |
(d)-(6) Assignment and Assumption Agreement, dated March 19, 2014 by and among WSP OCTG GROUP Ltd., JM OCTG GROUP Ltd., Wuxi Heavy Industries, Ltd., WHI Acquisitions, Ltd., UMW China Ventures (L) Ltd., Expert Master Holdings Limited, Piao Longhua and WSP Holdings Limited, incorporated herein by reference to Annex I to the Proxy Statement. |
(f)-(1) Dissenter Rights, incorporated herein by reference to the section entitled "Dissenter Rights" in the Proxy Statement. |
(f)-(2) Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the Proxy Statement. |
(g) Not applicable. |
(h) Not applicable. |
- *
- Previously filed on March 19, 2013
13
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 4, 2014
| WSP Holdings Limited | ||
| By: /s/ Dennis D. Zhu | ||
| Name: Dennis D. Zhu | ||
| Title: Chairman, Special Committee | ||
Wuxi Heavy Industries, Ltd. | ||
| By: /s/ Sergey Alexandrovich Borovskiy | ||
| Name: Sergey Alexandrovich Borovskiy | ||
| Title: Director | ||
WHI Acquisitions, Ltd. | ||
| By: /s/ Sergey Alexandrovich Borovskiy | ||
| Name: Sergey Alexandrovich Borovskiy | ||
| Title: Director | ||
Longhua Piao | ||
| By: /s/ Longhua Piao | ||
Expert Master Holdings Limited | ||
| By: /s/ Longhua Piao | ||
| Name: Longhua Piao | ||
| Title: Director | ||
UMW China Ventures (L) Ltd. | ||
| By: /s/ Datuk Syed Hisham Bin Syed Wazir | ||
| Name: Datuk Syed Hisham Bin Syed Wazir | ||
| Title: President and Group CEO | ||
UMW Petropipe (L) Ltd. | ||
| By: /s/ Datuk Syed Hisham Bin Syed Wazir | ||
| Name: Datuk Syed Hisham Bin Syed Wazir | ||
| Title: President and Group CEO | ||
UMW Holdings Berhad | ||
| By: /s/ Datuk Syed Hisham Bin Syed Wazir | ||
| Name: Datuk Syed Hisham Bin Syed Wazir | ||
| Title: President and Group CEO | ||
Sergey Alexandrovich Borovskiy | ||
| By: /s/ Sergey Alexandrovich Borovskiy | ||
General Transactions, Inc. | ||
| By: /s/ Sergey Alexandrovich Borovskiy | ||
| Name: Sergey Alexandrovich Borovskiy | ||
| Title: Director |
| (a)-(1) Preliminary Proxy Statement of the Company dated , 2014 (the "Proxy Statement"). |
(a)-(2) Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement. |
(a)-(3) Form of Proxy Card, incorporated herein by reference to Annex G of the Proxy Statement. |
(a)-(4) Form of ADS Voting Instruction Card, incorporated by reference to Annex H of the Proxy Statement. |
(a)-(5) Press Release issued by the Company, dated February 21, 2013, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the Securities and Exchange Commission on February 21, 2013. |
(a)-(6) Press Release issued by the Company, dated August 15, 2013, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the Securities and Exchange Commission on August 15, 2013. |
(a)-(7) Press Releases issued by the Company, dated March 19, 2014, incorporated herein by reference to Exhibit 99.1 to the Reports on Form 6-K furnished by the Company to the Securities and Exchange Commission on March 19, 2014, |
(b)-(1) Equity Commitment Letter, dated as of February 21, 2013, by and among H.D.S. Investment LLC, WSP OCTG GROUP Ltd. and JM OCTG GROUP Ltd.* |
(c)-(1) Opinion of Houlihan Lokey (China) Limited, dated February 21, 2013, to the Special Committee of the board of the directors of the Company, incorporated herein by reference to Annex B of the Proxy Statement. |
(c)-(2) Presentation to the Special Committee of the board of directors of the Company, dated February 21, 2013, from Houlihan Lokey (China) Limited.* |
(c)-(3) Update Discussion Materials for the Special Committee of the board of directors of the Company, dated April 25, 2012, from Houlihan Lokey (China) Limited.* |
(c)-(4) Update Discussion Materials for the Special Committee of the board of directors of the Company, dated February 27, 2012, from Houlihan Lokey (China) Limited.* |
(d)-(1) Agreement and Plan of Merger, dated as of February 21, 2013 and amended on August 15, 2013, by and among WSP OCTG GROUP Ltd., JM OCTG GROUP Ltd. and WSP Holdings Limited, and as further amended and assigned by WSP OCTG GROUP Ltd. to Wuxi Heavy Industries, Ltd. and by JM OCTG GROUP Ltd. to WHI Acquisitions, Ltd. on March 19, 2014, incorporated herein by reference to Annex A to the Proxy Statement. |
(d)-(2) Rollover Agreement, dated as of February 21, 2013, by and among WSP OCTG GROUP Ltd., JM OCTG GROUP Ltd., Expert Master Holdings Limited, UMW China Ventures (L) Ltd. and Piao Longhua, incorporated herein by reference to Annex E to the Proxy Statement. |
(d)-(3) Voting Agreement, dated as of February 21, 2013, by and among WSP OCTG GROUP Ltd., JM OCTG GROUP Ltd., Expert Master Holdings Limited and Piao Longhua, incorporated herein by reference to Annex F-1 to the Proxy Statement. |
(d)-(4) Voting Agreement, dated as of February 21, 2013, by and among WSP OCTG GROUP Ltd., JM OCTG GROUP Ltd. and UMW China Ventures (L) Ltd., incorporated herein by reference to Annex F-2 to the Proxy Statement. |
(d)-(5) Limited Guarantee, dated as of February 21, 2013, by H.D.S. Investment LLC in favor of WSP Holdings Limited.* |
| (d)-(6) Assignment and Assumption Agreement, dated March 19, 2014 by and among WSP OCTG GROUP Ltd., JM OCTG GROUP Ltd., Wuxi Heavy Industries, Ltd., WHI Acquisitions, Ltd., UMW China Ventures (L) Ltd., Expert Master Holdings Limited, Piao Longhua and WSP Holdings Limited, incorporated herein by reference to Annex I to the Proxy Statement. |
(f)-(1) Dissenter Rights, incorporated herein by reference to the section entitled "Dissenter Rights" in the Proxy Statement. |
(f)-(2) Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the Proxy Statement. |
(g) Not applicable. |
(h) Not applicable. |
- *
- Previously filed on March 19, 2013