UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
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June 2, 2018
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HIGHPOWER INTERNATIONAL, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-34098
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20-4062622
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Building A1, Luoshan Industrial Zone, Shanxia,
Pinghu, Longgang, Shenzhen, Guangdong, 518111, China
(Address,
including zip code, of principal executive offices)
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Registrant’s telephone number, including area code
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(86) 755-89686238
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(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
☐
On June 2,
2018, Highpower International, Inc. (the “Company”) announced the receipt of a non-binding proposal from Mr. Dang Yu
(George) Pan, Chairman and Chief Executive Officer of the Company to acquire certain outstanding shares of the common stock of
the Company, at a cash purchase price of $4.80 per share. In the proposed potential transaction, Mr. Pan would acquire all of the
outstanding shares of common stock of the Company not currently owned, directly or indirectly, by him through a merger of the Company
with a newly formed acquisition vehicle that Mr. Pan would control.
The Board intends to form a special committee consisting
of independent directors to consider this proposal.
Mr. Pan’s proposal letter states
that he intends to finance the proposed transaction with debt or equity capital. Furthermore, the proposal letter specifies that
Mr. Pan’s proposal constitutes only a preliminary indication of their interest, and is subject to negotiation and execution
of definitive agreements relating to the proposed transaction.
The Board cautions the Company’s
stockholders and others considering trading in its securities that the Board just received the non-binding proposal letter from
Mr. Pan and no decisions have been made with respect to the Company’s response to the proposal. There can be no assurance
that any definitive offer will be made by Mr. Pan or any other person, that any definitive agreement will be executed relating
to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.
The letter containing the proposal that was received from Mr.
Pan and the Company’s press release are attached to this report as Exhibit 99.1 and 99.2, respectively.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: June 4, 2018
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Highpower International, Inc.
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/s/
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Shengbin (Sunny) Pan
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By:
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Shengbin (Sunny) Pan
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Its:
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit 99.1
Proposal Letter
The Board of Directors
Highpower International, Inc.
Building Al, 68 Xinxia Street, Pinghu,
Longgang, Shenzhen, Guangdong
People’s Republic of China
Dear Sirs:
I, Dang Yu Pan, am pleased to submit this preliminary non-binding
proposal to acquire all the outstanding shares of common stock of Highpower International, Inc. (the “Company”) that
are not already directly or indirectly beneficially owned by me in a going private transaction (the “Transaction”).
I believe that my proposal provides a very attractive opportunity
to the Company’s shareholders. The proposal represents a premium of 66.7% to the Company’s closing price on June 1,
2018 of $2.88.
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1.
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Buyer
. I intend to form a transaction vehicle (“Buyer”) for the purpose of pursuing the Transaction.
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2.
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Purchase Price
. The consideration payable for each share of common stock of the Company will be $4.80 (other than those
shares directly or indirectly held by myself that may be rolled over in the Transaction).
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3.
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Funding
. I intend to finance the Transaction with a combination of debt and equity capital. I expect commitments for
the debt financing, subject to the terms and conditions set forth therein, to be in place when the Definitive Agreements (as defined
below) are executed.
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4.
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Due Diligence
. I have engaged Orrick, Herrington & Sutcliffe LLP as international legal counsel. I believe that
we will be in a position to complete customary legal, financial and accounting due diligence for the Transaction in a timely manner
and in parallel with discussions on the definitive agreements.
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5.
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Definitive Agreements
. I am prepared to promptly negotiate and finalize definitive agreements (the “Definitive
Agreements”) providing for the Transaction and related transactions. These documents will provide for representations, warranties,
covenants and conditions which are typical, customary and appropriate for transactions of this type.
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6.
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Process
. I believe that the Transaction will provide superior value to the Company’s shareholders. I recognize
that the Company’s Board of Directors (the “Board”) will evaluate the Transaction independently before it can
make its determination to endorse it. Given the involvement of myself in the Transaction, I appreciate that the independent members
of the Board will proceed to consider the proposed Transaction and that I will recuse myself from participating in any Board deliberations
and decisions related to the Transaction.
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In considering my offer, you should be aware that
I am interested only in acquiring the outstanding shares of the Company that I do not already own, and that I do not intend to
sell my stake in the Company to a third party.
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7.
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Confidentiality
. I will, to the extent applicable, file relevant information as required by law. However, I am sure
you will agree that it is in all of our interests to ensure that we proceed in a strictly confidential manner, unless otherwise
required by law, until we have executed Definitive Agreements or terminated our discussions.
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8.
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No Binding Commitment
. This letter constitutes only a preliminary indication of my interest, and does not constitute
any binding commitment with respect to the Transaction. A binding commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in such documentation.
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In closing, I would like to express my commitment to working
together to bring this Transaction to a successful and timely conclusion. Should you have any questions regarding this proposal,
please do not hesitate to contact me. Look forward to hearing from you.
Sincerely,
2nd June 2018
Exhibit 99.2
Highpower International Announces Receipt
of Preliminary Non-Binding “Going Private” Proposal from its Chief Executive Officer at $4.80 per share
SAN DIEGO, CALIFORNIA and SHENZHEN, China,
June 4, 2018 /PRNewswire/ -- Highpower International, Inc. (NASDAQ: HPJ) ("Highpower" or the "Company"), a
developer, manufacturer, and marketer of lithium ion and nickel-metal hydride (Ni-MH) rechargeable batteries, battery management
systems, and a provider of battery recycling, today announced that its Board of Directors received a non-binding proposal from
Mr. Dang Yu (George) Pan, the Company’s Chairman and Chief Executive Officer, to acquire certain outstanding shares of common
stock of the Company at a cash purchase price of $4.80 per share. In the proposed potential transaction, Mr. Pan would acquire
all of the outstanding shares of common stock of the Company not currently owned by him through a merger of the Company with a
newly formed acquisition vehicle that Mr. Pan would control. The Board intends to form a special committee consisting of independent
directors to consider this proposal.
Mr. Pan’s proposal letter states
that he intends to finance the proposed transaction with debt or equity capital. Furthermore, the proposal letter specifies that
Mr. Pan’s proposal constitutes only a preliminary indication of interest, and is subject to negotiation and execution of
definitive agreements relating to the proposed transaction.
The Board cautions the Company’s
stockholders and others considering trading in its securities that the Board just received the non-binding proposal letter from
Mr. Pan and no decisions have been made with respect to the Company’s response to the proposal. There can be no assurance
that any definitive offer will be made by Mr. Pan or any other person, that any definitive agreement will be executed relating
to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.
A copy of Mr. Pan’s letter to the
Board is attached as exhibit number 99.1 to the Company’s Current Report on Form 8-K, which is being filed with the Securities
and Exchange Commission (“SEC”) today. The Form 8-K is available on the SEC’s website at
www.sec.gov
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About Highpower International, Inc.
Highpower International was founded in 2001 and produces high-quality
Nickel-Metal Hydride (Ni-MH) and lithium-based rechargeable batteries used in a wide range of applications such as electric buses,
bikes, energy storage systems, power tools, medical equipment, digital and electronic devices, personal care products, and lighting,
etc. Highpower's target customers are Fortune 500 companies and top 20 companies in each vertical segment. With advanced manufacturing
facilities located in Shenzhen, Huizhou, and Ganzhou of China, Highpower is committed to clean technology, not only in the products
it makes, but also in the processes of production. The majority of Highpower International's products are distributed to worldwide
markets mainly in the United States, Europe, China and Southeast Asia.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. These
statements, including management quotes and business outlook, constitute forward-looking statements under the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,” “estimates”
and similar statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially
from those expressed or implied in the forward-looking statements. Sungy Mobile does not undertake any obligation to update any
forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.
CONTACT:
Highpower International, Inc.
Sunny Pan
Chief Financial Officer
Tel: +86-755-8968-6521
Email: ir@highpowertech.com
Yuanmei Ma
Investor Relations Manager
Tel: +1-909-214-2482
Email: ir@highpowertech.com
ICR, Inc.
Rose Zu
Tel: +1-646-931-0303
Email: ir@highpowertech.com