UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WSP Holdings Limited
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G98108 106
(CUSIP Number)
WSP OCTG GROUP LTD.
Attention: Jubao Xie
Room #405, Bldg C
Wangzhuang Science & Technology Innovation Park
No. 4, Longshan Road
New District, Wuxi, Jiangsu Province
People’s Republic of China
Telephone:+86 510 8273 7658
with a copy to:
Steven Liu, Esq.
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
Suite 2101, Building C,
Yintai Center
#2 Jianguomenwai Ave.,
Chaoyang District,
Beijing 100022
People’s Republic of China
Telephone: +86 10 5680 3999
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 21, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G98108 106 |
| 1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). WSP OCTG GROUP LTD. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 150,000,000 (1) | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000,000 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.4% |
| 14 | TYPE OF REPORTING PERSON CO |
(1) | 150,000,000 ordinary shares of the Issuer of par value $0.0001 per share (each an “Ordinary Share”) may be deemed to be beneficially owned by the Reporting Person pursuant to the Voting Agreements it entered into with each of Mr. Longhua Piao (“Mr. Piao”), Expert Master Holdings Limited (“EMH”) and UMW China Venture (L) Ltd. described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Voting Agreements. |
CUSIP No. G98108 106 |
| 1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). H.D.S. INVESTMENTS LLC (1) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Washington |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 150,000,000 (2) | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000,000 (2) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.4% |
| 14 | TYPE OF REPORTING PERSON CO |
| (1) | The Reporting Person is the 100% shareholder of WSP OCTG GROUP Ltd. (“Parent”). |
| (2) | 150,000,000 Ordinary Shares may be deemed to be beneficially owned by the Reporting Person through Parent pursuant to the Voting Agreements Parent entered into with each of EMH, Mr. Piao and UMW China Venture (L) Ltd. described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Voting Agreements. |
CUSIP No. G98108 106 |
| 1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Jubao Xie (1) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Washington |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 150,000,000 (2) | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000,000 (2) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.4% |
| 14 | TYPE OF REPORTING PERSON CO |
| (1) | The Reporting Person is the 99% shareholder of H.D.S. Investments LLC (“HDS”), which is the 100% shareholder of Parent. |
| (2) | 150,000,000 Ordinary Shares may be deemed to be beneficially owned by the Reporting Person indirectly through Parent, pursuant to the Voting Agreements Parent entered into with each of EMH, Mr. Piao and UMW China Venture (L) Ltd. described in Item 4 below and the irrevocable proxy contained therein. No payment was made in consideration for entering into the Voting Agreements. |
CUSIP No. G98108 106 |
| 1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Longhua Piao (1) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 104,100,000 (2) | |
| 9 | SOLE DISPOSITIVE POWER 104,100,000 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 104,100,000 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.9% |
| 14 | TYPE OF REPORTING PERSON IN |
| (1) | The Reporting Person is the 100% shareholder of EMH. |
| (2) | The voting power over 104,100,000 Ordinary Shares beneficially owned by the Reporting Person through EMH may be deemed to be shared with Parent, Parent’s 100% shareholder HDS and HDS’s 99% shareholder Mr. Jubao Xie (“Mr. Xie”) pursuant to the Voting Agreements entered into by and between EMH and Parent described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Voting Agreement. |
CUSIP No. G98108 106 |
| 1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Expert Master Holdings Limited |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 104,100,000 (1) | |
| 9 | SOLE DISPOSITIVE POWER 104,100,000 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 104,100,000 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.9% |
| 14 | TYPE OF REPORTING PERSON CO |
| (1) | The voting power over 104,100,000 Ordinary Shares owned by the Reporting Person may be deemed to be shared with Parent, Parent’s holding company HDS and HDS’s 99% shareholder Mr. Xie pursuant to the Voting Agreement it entered into with Parent described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Voting Agreement. |
CUSIP No. G98108 106 |
| 1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). UMW Holdings Berhad (1) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 45,900,000 (2) | |
| 9 | SOLE DISPOSITIVE POWER 45,900,000 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,900,000 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.5% |
| 14 | TYPE OF REPORTING PERSON CO |
| (1) | The Reporting Person is the 100% shareholder of UMW Petropipe (L) Ltd., which is the 100% shareholder of UMW China Venture (L) Ltd. |
| (2) | 45,900,000 Ordinary Shares may be deemed to be beneficially owned by the Reporting Person indirectly through UMW China Venture (L) Ltd., the voting power over which may be deemed to be shared with Parent, Parent’s 100% shareholder HDS and HDS’s 99% shareholder Mr. Xie, pursuant to the Voting Agreement UMW China Venture (L) Ltd. entered into with Parent described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Voting Agreement. |
CUSIP No. G98108 106 |
| 1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). UMW Petropipe (L) Ltd. (1) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Malaysia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 45,900,000 (2) | |
| 9 | SOLE DISPOSITIVE POWER 45,900,000 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,900,000 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.5% |
| 14 | TYPE OF REPORTING PERSON CO |
| (1) | The Reporting Person is the 100% shareholder of UMW China Venture (L) Ltd. |
| (2) | 45,900,000 Ordinary Shares may be deemed to be beneficially owned by the Reporting Person through UMW China Venture (L) Ltd., the voting power over which may be deemed to be shared with Parent, Parent’s 100% shareholder HDS and HDS’s 99% shareholder Mr. Xie, pursuant to the Voting Agreement UMW China Venture (L) Ltd. entered into with Parent described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Voting Agreement. |
CUSIP No. G98108 106 |
| 1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). UMW China Ventures (L) Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Malaysia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 45,900,000 (1) | |
| 9 | SOLE DISPOSITIVE POWER 45,900,000 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,900,000 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.5% |
| 14 | TYPE OF REPORTING PERSON CO |
| (1) | The voting power over 45,900,000 Ordinary Shares may be deemed to be shared with Parent, Parent’s 100% shareholder HDS and HDS’s 99% shareholder Mr. Xie, pursuant to the Voting Agreement the Reporting Person entered into with Parent described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Voting Agreement. |
Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D (this “Statement”) relates is the Ordinary Shares of WSP Holdings Limited, a company incorporated in the Cayman Islands (the “Issuer”), including Ordinary Shares represented by American Depositary Shares (the “ADSs”). As of February 21, 2013, the Issuer has 204,375,226 Ordinary Shares issued and outstanding.
The principal executive office of the Issuer is located at No. 38 Zhujiang Road, Xinqu, Wuxi, Jiangsu Province, People’s Republic of China.
This Statement is filed jointly by WSP OCTG GROUP LTD., H.D.S Investments LLC, Expert Master Holdings Limited (“EMH”), Mr. Longhua Piao (“Mr. Piao”), UMW Holdings Berhad, UMW China Venture (L) Ltd. and UMW Petropipe (L) Ltd. (collectively with UMW China Venture (L) Ltd. and UMW Petropipe (L) Ltd., “UMW”). This Statement also amends and supplements the statement on Schedule 13G filed with the Securities and Exchange Commission (“SEC”) on February 6, 2008 by EMH and Mr. Piao and the statement on Schedule 13G filed with the SEC on February 6, 2008 by UMW.
Item 2. Identity and Background
(a)—(b) Name and Residence or business address
The statement is being filed by the following reporting persons (collectively, the “Reporting Persons”):
| Name | Residence or business address | |
| WSP OCTG GROUP Ltd. (“Parent”) | Room #405, Bldg C, Wangzhuang Science & Technology Innovation Park, No. 4, Longshan Road, New District, Wuxi, Jiangsu Province, People’s Republic of China | |
| H.D.S. Investments LLC (“HDS”) | Room #405, Bldg C, Wangzhuang Science & Technology Innovation Park, No. 4, Longshan Road, New District, Wuxi, Jiangsu Province, People’s Republic of China | |
| Mr. Jubao Xie (“Mr. Xie”) | Room #405, Bldg C, Wangzhuang Science & Technology Innovation Park, No. 4, Longshan Road, New District, Wuxi, Jiangsu Province, People’s Republic of China | |
| Mr. Longhua Piao (“Mr. Piao”) | No. 38 Zhujiang Road, Xinqu, Wuxi, Jiangsu Province, People’s Republic of China | |
| Expert Master Holdings Limited (“EMH”) | No. 38 Zhujiang Road, Xinqu, Wuxi, Jiangsu Province, People’s Republic of China | |
| UMW Holdings Berhad | The Corporate, No. 10, Jalan Utas 15/7, Batu Tiga Industrial Estate, 40200 Shah Alam, Selangor, Malaysia | |
| UMW Petropipe (L) Ltd. | Brumby Centre, Lot 42, Jalan Muhibbah, 87000 Labuan F.T., Malaysia | |
| UMW China Venture (L) Ltd. | Brumby Centre, Lot 42, Jalan Muhibbah, 87000 Labuan F.T., Malaysia |
Parent, an exempted company incorporated in the Cayman Islands, was formed for the objective and purpose of, and the nature of the business to be conducted and promoted by it is, principally to acquire the Issuer and to engage in any and all activities necessary or incidental to the foregoing.
HDS, a limited liability company incorporated in the state of Washington, owns all of the interests in Parent. Upon consummation of the Merger and pursuant to the Rollover Agreement, as set forth in Item 4 of this Statement below, HDS will own 26.6% of Parent.
(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:
| Present principal occupation/ | ||
| Name | principal business and address of any corporation | |
| WSP OCTG GROUP Ltd. | To act as a holding company to engage in strategic business operations and activities Room #405, Bldg C, Wangzhuang Science & Technology Innovation Park, No. 4, Longshan Road, New District, Wuxi, Jiangsu Province, People’s Republic of China | |
| H.D.S. Investments LLC | To act as a holding company to engage in strategic business operations and activities Room #405, Bldg C, Wangzhuang Science & Technology Innovation Park, No. 4, Longshan Road, New District, Wuxi, Jiangsu Province, People’s Republic of China | |
| Mr. Jubao Xie | A director and the majority shareholder of HDS | |
| Mr. Longhua Piao | Chairman of the Board of the Issuer | |
| Expert Master Holdings Limited | To act as a holding company to engage in strategic business operations and activities No. 38 Zhujiang Road, Xinqu, Wuxi, Jiangsu Province, People’s Republic of China | |
| UMW Holdings Berhad | To act as a holding company to engage in strategic business operations and activities The Corporate, No. 10, Jalan Utas 15/7, Batu Tiga Industrial Estate, 40200 Shah Alam, Selangor, Malaysia | |
| UMW Petropipe (L) Ltd. | To act as a holding company to engage in strategic business operations and activities Brumby Centre, Lot 42, Jalan Muhibbah, 87000 Labuan F.T., Malaysia | |
| UMW China Venture (L) Ltd. | To act as a holding company to engage in strategic business operations and activities Brumby Centre, Lot 42, Jalan Muhibbah, 87000 Labuan F.T., Malaysia |
(d)—(e) No Convictions or Proceedings
During the last five years, no Reporting Person (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in it being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship
| Name | Citizenship | |
| WSP OCTG GROUP Ltd. | Cayman Islands | |
| H.D.S. Investments LLC | State of Washington | |
| Mr. Jubao Xie | People’s Republic of China | |
| Mr. Longhua Piao | People’s Republic of China | |
| Expert Master Holdings Limited | British Virgin Islands | |
| UMW Holdings Berhad | Malaysia | |
| UMW China Venture (L) Ltd. | Malaysia | |
| UMW Petropipe (L) Ltd. | Malaysia |
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to an Agreement and Plan of Merger, dated as of February 21, 2013 (the “Merger Agreement”), by and among (i) Parent, (ii) JM OCTG GROUP Ltd. (“Merger Sub”), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent and (iii) the Issuer, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit B, and is incorporated herein by reference in its entirety.
Parent and HDS anticipate that approximately $22.5 million will be expended in acquiring 54,375,226 outstanding Ordinary Shares owned by public shareholders of the Issuer (the “Publicly Held Shares”). This amount includes (a) the estimated funds required by Parent to purchase the Publicly Held Shares, and (b) the estimated transaction costs associated with the purchase of the Publicly Held Shares (excluding any tax liabilities).
The financing for the Merger and other transactions contemplated by the Merger Agreement will be obtained by the Parent pursuant to an equity commitment letter, dated as of February 21, 2013 (the “Equity Commitment Letter”), by and among HDS, Parent and Merger Sub. Under the terms and subject to the conditions of the Equity Commitment Letter, HDS will provide equity financing of an amount of $22.5 million to Parent to consummate the Merger. The information disclosed in this paragraph is qualified in its entirety by reference to the Equity Commitment Letter. A copy of the Equity Commitment Letter is filed as Exhibit C attached hereto and is incorporated herein by reference in its entirety.
Concurrently with the execution of the Merger Agreement, Mr. Piao, EMH and UMW China Venture (L) Ltd. entered into a rollover agreement (the “Rollover Agreement”) with Parent and Merger Sub, pursuant to which each of Mr. Piao, EMH and UMW China Venture (L) Ltd. agreed that, immediately prior to the effective time of the Merger, EMH and UMW China Venture (L) Ltd. will contribute to Parent 104,100,000 and 45,900,00 Ordinary Shares, respectively, in exchange for 104,100,000 and 45,900,00 ordinary shares of Parent, respectively. The information disclosed in this paragraph is qualified in its entirety by reference to the Rollover Agreement, a copy of which is filed as Exhibit E attached hereto and is incorporated herein by reference in its entirety.
Item 4. Purpose of Transaction
On February 21, 2013, the Issuer announced in a press release that it had entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation. Under the terms of the Merger Agreement, each Ordinary Share, including Ordinary Shares represented by ADSs, issued and outstanding immediately prior to the effective time of the Merger, other than (a) Ordinary Shares held by EMH and UMW China Venture (L) Ltd. (the “Excluded Shares”), will be converted into the right to receive $0.32 per share in cash without interest and net of applicable withholding taxes, and each ADS issued and outstanding immediately prior to the effective time of the Merger (other than ADSs representing the Excluded Shares) will represent the right to surrender the ADS in exchange for $3.20 in cash without interest and net of applicable withholding taxes and depositary fees. The Merger is subject to the approval of the Company’s special committee and shareholders and various other closing conditions.
The purpose of the transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the Publicly Held Shares. If the Merger is consummated, the Ordinary Shares represented by ADSs will no longer be traded on the New York Stock Exchange and will cease to be registered under Section 12 of the Exchange Act, and the Company will be privately held by Reporting Persons other than Merger Sub. The information disclosed in this paragraph and in the preceding paragraph of this Item 4 is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference in its entirety.
Concurrently with the execution of the Merger Agreement, each of Mr. Piao, EMH and UMW China Venture (L) entered into a voting agreement (each a “Voting Agreement”) with Parent, pursuant to which each of Mr. Piao, EMH and UMW China Venture (L) has agreed (i) when a meeting of the shareholders of the Issuer is held, to appear at such meeting or otherwise cause the Ordinary Shares it holds to be counted as present thereat for the purpose of establishing a quorum, (ii) to vote or cause to be voted at such meeting all the Ordinary Shares it holds in favor of the adoption of the Merger Agreement and the approval of the Merger and (iii) to vote or cause to be voted at such meeting all the Ordinary Shares it holds against the approval of any alternative transaction proposal or any other action contemplated any an alternative transaction proposal. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting Agreements, the form of which is filed as Exhibit D attached hereto and is incorporated herein by reference in its entirety.
The information required by Item 4 not otherwise provided herein is set forth in Item 3 and is incorporated herein by reference.
Other than as described in Items 3 and 4 above, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2, has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) – (b) By reason of the Voting Agreements described in Item 4 above and the irrevocable proxy contained therein, Parent may be deemed to beneficially own and have the shared voting power to vote or to direct the vote of (but no power to dispose of or to direct the disposition of an aggregate 150,000,000 Ordinary Shares, composed of 104,100,000 Ordinary Shares held by EMH and 45,900,000 Ordinary Shares held by UMW China Venture (L) Ltd., collectively representing approximately 73.4% of the total Ordinary Shares.
HDS, as the 100% shareholder of Parent, may be deemed to beneficially own and has the shared voting power to vote or to direct the vote of 150,000,000 Ordinary Shares, representing approximately 73.4% of the total Ordinary Shares.
Mr. Xie, as the 99% shareholder of HDS, may be deemed to beneficially own and has the shared voting power to vote or to direct the vote of 150,000,000 Ordinary Shares, representing approximately 73.4% of the total Ordinary Shares.
Each of Parent, HDS and Mr. Xie may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons.
EMH, as of the filing date, beneficially and directly owns 104,100,000 Ordinary Shares, representing 50.9% of the total Ordinary Shares.
Mr. Piao, as of the filing date, beneficially owns through EMH 104,100,000 Ordinary Shares, representing 50.9% of the total Ordinary Shares. Each of EMH and Mr. Piao may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons.
UMW China Venture (L) Ltd., as of the filing date, beneficially and directly owns 45,900,000 Ordinary Shares, representing 22.5 % of the total Ordinary Shares.
UMW Petropipe (L) Ltd., as of the filing date, beneficially owns through UMW China Venture (L) Ltd 45,900,000 Ordinary Shares, representing 22.5 % of the total Ordinary Shares.
UMW Holdings Berhad, as of the filing date, beneficially owns through UMW Petropipe (L) Ltd., which wholly owns UMW China Venture (L) Ltd., 45,900,000 Ordinary Shares, representing 22.5 % of the total Ordinary Shares.
Each of UMW China Venture (L) Ltd., UMW Petropipe (L) Ltd. and UMW Holdings Berhad may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons.
(c) Except as described above, no transactions in the shares of Ordinary Shares were effected by the Reporting Persons during the past sixty days.
(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Ordinary Shares owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except for the information set forth Items 3 and 4, which is hereby incorporated by reference, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons nor between any of the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the shares (including as a result of any pledge), finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
| Exhibit A | Joint Filing Agreement, dated March 1, 2013, by and among Mr. Piao, EMH, UMW, Mr. Xie, HDS, and Parent. | |
| Exhibit B | Agreement and Plan of Merger, dated February 21, 2013, by and among the Issuer, Parent and Merger Sub (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K filed by WSP Holdings Limited on February 21, 2013 (File No. 001-33840)). | |
| Exhibit C | Equity Commitment Letter, dated February 21, 2013, by and among HDS, Parent and Merger Sub. | |
| Exhibit D | Form of Voting Agreements, dated February 21, 2013, by and among Parent and each of Mr. Piao, EMH and UMW China Venture (L). | |
| Exhibit E | Rollover Agreement, dated February 21, 2013, by and among Mr. Piao, EMH, UMW China Venture (L) Ltd., Parent and Merger Sub. |
SIGNATURE
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.
Reporting Persons:
Date: March 1, 2013
WSP OCTG GROUP Ltd. | |||
| /s/ Jubao Xie | |||
| Name: | Jubao Xie | ||
| Title: | Director | ||
H.D.S. Investments LLC | |||
| /s/ Jubao Xie | |||
| Name: | Jubao Xie | ||
| Title: | Director | ||
Jubao Xie | |||
| /s/ Jubao Xie | |||
| Name: | Jubao Xie | ||
Longhua Piao | |||
| /s/ Longhua Piao | |||
| Name: | Longhua Piao | ||
Expert Master Holdings Limited | |||
| /s/ Longhua Piao | |||
| Name: | Longhua Piao | ||
| Title: | Director | ||
UMW Holdings Berhad | |||
| /s/ Longhua Piao | |||
| Name: | Longhua Piao | ||
| Title: | Director | ||
UMW China Venture (L) Ltd. | |||
| /s/ Longhua Piao | |||
| Name: | Longhua Piao | ||
| Title: | Director | ||
UMW Petropipe (L) Ltd. | |||
| /s/ Longhua Piao | |||
| Name: | Longhua Piao | ||
| Title: | Director | ||