Pingtan Marine Enterprise Ltd. an integrated marine services company providing territorial sea fishing and dredging services in the People’s Republic of China (PRC), today announced that its Board of Directors has received an offer from its Chairman and CEO, Mr. Xinrong Zhuo, to acquire the assets of China Dredging Group, or CDGC, and its PRC operating subsidiaries, Fujian Xing Gang Port Service Co., Ltd.
The Company’s Board of Directors (the “Board”) recently met to review the proposed terms of the offer, and as part of the process the Board has retained an independent financial advisor and investment banking firm, Duff & Phelps LLC, to provide a fairness opinion in connection with a proposed transaction (the “Proposed Transaction,” as described below). Mr. Zhuo and the Company’s Senior Officer, Mr. Bin Lin, have recused themselves from all Board discussions regarding the Proposed Transaction due to their position as interested parties in the sale.
Proposed Terms and Timing
Mr. Zhuo has offered to purchase the CDGC business and assets in exchange for (i) writing off the Company’s current $155.2 million promissory note (matures on June 19, 2015 and bears an interest rate of 4%); (II) transfer certain fishing trawlers to the Company. As part of the Proposed Transaction, the Board has also retained, BMI Appraisals Limited to provide an independent valuation report on the vessels that would constitute a portion of the consideration. BMI Appraisals is one of the leading valuation companies in Hong Kong and China and has been engaged by more than 1,000 companies, of which more than one-half are listed companies in Hong Kong, China and overseas.
The Board expects to continue evaluating the Proposed Transaction, and expects to deliver a decision on the final terms and conditions in the coming weeks.
Management Comments
Commenting on the announcement, Board member Mr. Xuesong Song , noted, “ The Board is dedicated to carefully evaluating both our Chairman’s offer and other alternatives to ensure we pursue the avenue that is favorable for shareholders, while maintaining the financial health of our company. We have been excited over the possibilities of growing our fishing enterprise, as we feel that China has exhibited increasing and sustainable consumer demand. This decision would allow our management team to place increased focus on this business and more effectively pursue growth opportunities. However, we understand that our role as stewards of the Company and intend to conduct our evaluation in a diligent, yet timely manner. We look forward to keeping shareholders apprised of this development .”
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Press Release, July 29, 2013