Fintech PR
Ossen Innovation Enters into Definitive Merger Agreement for Going Private Transaction
Ossen Innovation Co., Ltd. (the “Company“) (Nasdaq: OSN), a China-based manufacturer of an array of plain surface, rare earth and zinc coated pre-stressed steel materials, today announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement“) with New Ossen Group Limited, an exempted company with limited liability incorporated under the Law of the British Virgin Islands (the “Parent“), and New Ossen Innovation Limited, an exempted company with limited liability incorporated under the Law of the British Virgin Islands and a wholly-owned Subsidiary of Parent (“Merger Sub“), pursuant to which the Parent will acquire the Company for US$1.70 in cash per ordinary share of the Company (the “Shares“), or US$5.10 in cash per American Depositary Share of the Company (each, an “ADS“, representing three Shares).
Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger (the “Effective Time“), Merger Sub will merge with and into the Company, with the Company surviving the Merger as the surviving company and becoming a wholly-owned subsidiary of Parent (the “Merger“). At the Effective Time, each of the Company’s ordinary shares issued, outstanding and not represented by ADS immediately prior to the Effective Time, other than the Excluded Shares and the Dissenting Shares (each as defined in the Merger Agreement), will be cancelled and cease to exist in exchange for the right to receive US$1.70 in cash and without interest, and each ADS of the Company, other than ADSs representing the Excluded Shares, together with each Share represented by such ADSs, will be cancelled in exchange for the right to receive US$5.10 in cash without interest.
Pujiang International Group Limited (the “Sponsor“) has entered into an equity commitment letter with the Parent, pursuant to which the Sponsor committed to invest in the Parent at or immediately prior to the Effective Time an aggregate cash amount equal to US$12.5 million. The Sponsor has entered into a limited guarantee in favor of the Company in respect of certain payment obligations of Parent under the Merger Agreement.
The Company’s board of directors (the “Board“), acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the “Special Committee“), approved the Merger Agreement and the Merger and resolved to recommend that the Company’s shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.
The Merger, which is currently expected to close during the first half of 2021, is subject to customary closing conditions including the approval of the Merger Agreement by an affirmative vote of holders of Shares representing at least a majority of the Shares present and voting in person or by proxy at a meeting of the Company’s shareholders which will be convened to consider the approval of the Merger Agreement and the Merger. Pujiang International Group Limited, which is controlled by Mr. Liang Tang, has agreed to vote all of the Shares they beneficially own, which represent approximately 65.9% of the voting rights attached to the outstanding Shares as of the date of the Merger Agreement, in favor of the authorization and approval of the Merger Agreement and the Merger. If completed, the Merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the Nasdaq Capital Market.
Houlihan Lokey (China) Limited is serving as the financial advisor to the Special Committee. DLA Piper LLP is serving as the U.S. legal counsel to the Special Committee. Ogier is serving as British Virgin Islands legal counsel to the Special Committee. Becker & Poliakoff, LLP is serving as the U.S. legal counsel to the Company. Wilson Sonsini Goodrich & Rosati is serving as the U.S. legal counsel to Parent and the Sponsor.
Additional Information About the Merger
The Company will furnish to the U.S. Securities and Exchange Commission (the “SEC”) a current report on Form 6-K regarding the Merger, which will include as an exhibit thereto the Merger Agreement. All parties desiring details regarding the Merger are urged to review these documents, which will be available at the SEC’s website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail a Schedule 13E-3 Transaction Statement (the “Schedule 13E-3”). The Schedule 13E-3 will be filed with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, AND RELATED MATTERS. In addition to receiving the Schedule 13E-3 by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger, and related matters, without charge from the SEC’s website (http://www.sec.gov).
Fintech PR
GCL Energy Technology and Ant Digital Technologies Launch First Blockchain-Based RWA Project in Photovoltaic Industry
SUZHOU, China, Dec. 23, 2024 /PRNewswire/ — GCL Energy Technology Co., Ltd., a leader in the clean energy sector, and Ant Digital Technologies, a pioneer in digital technology services and blockchain technology, have achieved a significant milestone by successfully completing the first-ever Real World Asset Tokenization (RWA) issuance in China’s photovoltaic industry, securing 200 million yuan in cross-border financing. The groundbreaking initiative on December 23 not only injects substantial new capital into GCL Energy Technology’s ambitious growth plans but also establishes a novel financing model for Chinese photovoltaic companies seeking to fund green projects internationally.
RWA represents a transformative approach to asset management, where physical assets are digitized as tokens on the blockchain, enhancing liquidity and market accessibility. For this inaugural issuance, GCL Energy Technology has tokenized two strategically significant solar power plants in Hunan and Hubei, with a combined capacity of approximately 82MW, to spearhead this new financing frontier.
As the core entity of China’s largest private power conglomerate, GCL (Group) Holdings Co., Ltd., GCL Energy Technology is at the forefront of integrating clean energy production with comprehensive energy services and advanced digital operations. The company has significantly expanded its renewable energy footprint, with its total installed capacity reaching 5976.36 megawatts as of September 30, 2024, and renewable sources constituting 57.81% of this capacity. Notably, under the GCL SUN brand, residential photovoltaic installations have surged to 1105.89 megawatts across more than 36,500 households, demonstrating robust growth.
This RWA initiative is a cornerstone in GCL Energy Technology’s strategy to harness data for asset valorization, involving around 3000 residential photovoltaic systems. By integrating cutting-edge artificial intelligence, blockchain, and IoT technologies, the project packages and stores operational and revenue data on the blockchain. This dual-chain and one-bridge architecture has garnered strong backing from prominent global investors, reinforcing RWA’s role as a pivotal green finance tool that underscores the company’s commitment to sustainable development and transparency.
The move not only bolsters GCL Energy Technology’s global ESG credentials but also strengthens its position in the international market, aligning investor interests with the burgeoning demand for environmentally responsible, low-carbon investments. Looking ahead, GCL Energy Technology remains dedicated to leading the charge in renewable energy, with a strategic focus on leveraging data to drive innovation across the sector and foster a transparent, effective ESG ecosystem.
During the issuance event, Ant Digital Technologies emphasized that industries are increasingly adopting renewable energy and sustainable assets to drive sustainable growth, and its partnership with GCL Energy Technology aims to better support this trend. Leveraging blockchain and smart contract technologies, the collaboration has dramatically improved the transparency and efficiency of asset management, operations, and transactions, while also reducing costs associated with these activities. The strategic alliance is a response to the growing market demand in the photovoltaic sector, bringing substantial practical benefits to the real economy and demonstrating the scalability of these advanced technologies.
At the same event, strategic ties were further cemented with a comprehensive partnership agreement signed with Ant Digital Technologies in Suzhou. The partnership will broaden to include joint construction, acquisition, and securitization of new energy assets, covering distributed, commercial, industrial, and residential photovoltaic power stations.
In addition, both parties will collaborate to develop AI large model applications for various scenarios including new energy generation forecasting, energy management optimization, and intelligent operations, driving the industry’s move towards enhanced intelligence and sustainability.
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View original content:https://www.prnewswire.co.uk/news-releases/gcl-energy-technology-and-ant-digital-technologies-launch-first-blockchain-based-rwa-project-in-photovoltaic-industry-302338353.html
Fintech PR
FXCess CFD Broker Now Empowers Partners with up to $5,000 Monthly Earning Opportunity via Referrals
HAMILTON, Bermuda, Dec. 23, 2024 /PRNewswire/ — FXCess CFD broker, a leading brand in the trading landscape, has introduced a new opportunity for its partners. The IB Reward program is a recently launched initiative that pays participants up to $5,000 per month for referring active traders. Unlike other income opportunities, this program involves zero risk, which makes it a perfect option for partners who want to maximize their financial potential.
“We are genuinely excited to bring this opportunity to our partners. The IB Reward Program is designed with simplicity and high returns in mind,” stated Thomas Pavlatos, the spokesperson for FXCess. “Participants will be able to earn substantial monthly rewards by referring new traders to our platform while enjoying the thrill of a risk-free earning process. This showcases our efforts to help our clients achieve consistent financial success.”
A Structure That Rewards Effort and Success
The FXCess CFD broker offers a Reward Program that is structured into five unique tiers. Starting at the Bronze level, partners can earn $450 if their network meets a net deposit of $10,000 and 100 traded lots in a month. Rewards grow progressively on Silver, Gold, and Platinum tiers, and reach the Master level with a maximum of $5,000 earnings for $150,000 net deposits and 1,250 traded lots. The eligibility is checked at the end of every qualifying month to make sure the participants get their due rewards for fluffing the criteria.
“Our Reward Program is more than a simple referral initiative. It is a reflection of our commitment to providing high-value benefits that align with the needs of our partners,” Pavlatos added. “With no risk of loss and the potential to earn up to $5,000 every month, this program sets a new standard in rewards. Moving forward, we remain dedicated to introducing further innovative programs for all of our valued partners.”
About FXCess
FXCess CFD broker is a trusted name for traders worldwide. The company offers over 300 trading instruments, from forex pairs to futures, for both beginners and seasoned professionals. Moreover, they provide competitive trade conditions, multiple account options, and solid customer support so that every client is served with the best services. Supported by advanced platforms like MT4 and PMAM, FXCess CFD broker delivers trading excellence with a focus on transparency and trust.
FXCess is a trade name of Notesco Int Limited; a company incorporated in Anguilla with registration number A000001800 and registered address The Valley, AI2640, Cosely Drive, 1338, AI.
All trading involves risk. It is possible to lose all your capital.
View original content:https://www.prnewswire.co.uk/news-releases/fxcess-cfd-broker-now-empowers-partners-with-up-to-5-000-monthly-earning-opportunity-via-referrals-302338245.html
MANCHESTER, England, Dec. 23, 2024 /PRNewswire/ — Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics using its disruptive organic thin-film transistors (OTFTs), announced it has completed its previously announced concurrent public and private offerings of its securities, including shares of its common stock and common stock equivalents, for an aggregate total gross proceeds of $7.65 million.
Smartkem issued 1,449,997 registered shares of common stock and unregistered Class D warrants to purchase up to 1,449,997 shares of common stock to investors in concurrent public and private offerings at a price of $3.00 per share and related Class D warrant. Each investor received one Class D warrant for each share purchased in the public offering.
Pursuant to the separate concurrent private placement, the Company sold to certain institutional investors, including existing investors in the Company, 169,784 unregistered shares of common stock, unregistered pre-funded warrants to purchase up to 930,215 shares of common stock and unregistered Class D warrants to purchase up to 1,099,999 shares of common stock at a price of $3.00 per share and related Class D warrant and a price of $2.9999 per pre-funded warrant and related Class D warrant. Each investor received one Class D warrant for each share of common stock or pre- funded warrant purchased in the offering.
The Class D warrants are immediately exercisable at an exercise price of $3.00 per share and expire on December 31, 2025. The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per share and may be exercised at any time until all of the pre-funded warrants have been exercised in full.
The gross proceeds of the offerings described above were $7.65 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds of the offerings for working capital and general corporate purposes.
Craig-Hallum Capital Group LLC acted as the Company’s exclusive placement agent for the offerings.
In connection with the offerings described above, the Company has entered into a registration rights offering pursuant to which it has agreed to register the shares of common stock issued in the private placement, the shares of common stock issuable upon the exercise of the Class D warrants and the pre-funded warrants sold in the offerings and certain other securities for resale by the holders thereof no later than the earlier of (i) the 10th day after the filing of the Company’s annual report on Form 10-K for the year ended December 31, 2024 or (ii) April 25, 2025.
The sale of the registered shares of common stock was made pursuant to Smartkem’s effective shelf registration statement on Form S-3 (file no. 333- 281608), including a base prospectus, filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on August 22, 2024 and a prospectus supplement dated December 18, 2024 filed with the SEC. Copies of the prospectus supplement and the accompanying base prospectus may be obtained from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, by telephone at (612) 334-6300 or by email at [email protected]. Alternatively, copies of the prospectus supplement and the accompanying base prospectus may be obtained for free at the SEC’s EDGAR website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any Smartkem securities.
About Smartkem
Smartkem is seeking to reshape the world of electronics with its disruptive organic thin-film transistors (OTFTs) that have the potential to revolutionize the display industry. Smartkem’s patented TRUFLEX® liquid semiconductor polymers can be used to make a new type of transistor that can be used in a number of display technologies, including next generation microLED displays. Smartkem’s organic inks enable low temperature printing processes that are compatible with existing manufacturing infrastructure to deliver low-cost displays that outperform existing technology.
Smartkem develops its materials at its research and development facility in Manchester, UK and provides prototyping services at the Centre for Process Innovation (CPI) at Sedgefield, UK. It has a field application office in Taiwan. The company has an extensive IP portfolio including 138 granted patents across 18 patent families, 16 pending patents and 40 codified trade secrets.
Forward-Looking Statements
All statements in this press release that are not historical are forward-looking statements, including, among other things, the expected use of proceeds received from the offerings. These statements are not historical facts but rather are based on Smartkem Inc.’s current expectations, estimates, and projections regarding its business, operations and other similar or related factors. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” and other similar or related expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company’s control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.
View original content:https://www.prnewswire.co.uk/news-releases/smartkem-closes-7-65-million-offering-302337973.html
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