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
Date of Report (Date of Earliest event Reported): July 9, 2012
CHINA ADVANCED CONSTRUCTION MATERIALS GROUP,
INC.
(Exact name of registrant as specified in its charter)
| Delaware | 333-141568 | 20-8468508 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation or organization) | Identification No.) |
9 North West Fourth Ring Road Yingu Mansion Suite 1708
Haidian District Beijing, People’s Republic of China 100190
(Address of principal executive offices)
+86 10 82525361
(Registrant's telephone number,
including area code)
(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] 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))
Item 1.02 Termination of a Material Definitive Agreement.
On October 24, 2011, China Advanced Construction Materials Group, Inc., a Delaware corporation (the “Company”), Novel Gain Holdings Limited, a British Virgin Islands company (“Novel Gain”), CACMG Acquisition, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Novel Gain (“Merger Sub”), Mr. Xianfu Han and Mr. Weili He entered into an Agreement and Plan of Merger, dated October 24, 2011 (the “Merger Agreement”), pursuant to which Merger Sub was to merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Novel Gain. The Company filed a Current Report on Form 8-K, dated October 24, 2011, reporting its entry into the Merger Agreement under Item 1.01 and providing a description of the material terms thereof and a copy of the Merger Agreement as an exhibit thereto.
On July 9, 2012, the Board of Directors of the Company, acting on the unanimous recommendation of the Special Committee of the Board of Directors, determined to terminate the merger agreement based on the determination by all parties that the conditions to consummate the Merger cannot be satisfied, and the Company and the other parties to the Merger Agreement entered into the Termination of Agreement and Merger Agreement to terminate the Merger Agreement pursuant to Section 8.1(a) thereto. The termination takes effect immediately, and no fees are payable by the Company or the other parties in connection therewith.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | |
| 10.1 | Termination of Agreement and Plan of Merger dated July 9, 2012 |
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.
| Date: July 11, 2012 | CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC. |
| By: /s/ Xianfu Han | |
| Xianfu Han | |
| Chief Executive Officer |
Exhibit 10.1
TERMINATION OF AGREEMENT AND PLAN OF MERGER
THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER , dated as of July 9, 2012 (the “ Agreement ”), by and among Novel Gain Holdings Limited, a British Virgin Islands company (" Parent "), CACMG Acquisition, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Parent (" Merger Sub "), China Advanced Construction Materials Group, Inc., a Delaware corporation (" Company "), Mr. Xianfu Han (“ Han ”) and Mr. Weili He (“ He ”) (Parent, Merger Sub, Company, Han and He shall collectively be referred to hereinafter as the " Parties "). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
RECITALS
WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger, dated as of October 24, 2011 (the “ Merger Agreement ”);
WHEREAS, all Parties hereto have determined that all of the conditions required to consummate the Merger cannot be satisfied;
WHEREAS, the Special Committee (with authority delegated by the Board) and the Board have determined that it is in the best interests of the Company and its stockholders to terminate the Merger Agreement in accordance with this Agreement;
WHEREAS, each of the Boards of Directors of Parent and Merger Sub, Han and He have determined that it is in their respective best interests to terminate the Merger Agreement in accordance with this Agreement; and
WHEREAS, accordingly, the Parties desire to terminate the Merger Agreement as set forth below:
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent, Merger Sub, Han, He and the Company hereby agree as follows:
| 1. |
The Merger Agreement is hereby terminated and is of no further force or effect. |
| 2. |
The Merger Agreement is terminated in accordance with Section 8.1(a) of the Merger Agreement. As a result, the Merger Agreement is void and there shall be no liability on the part of any party thereto or their respective affiliates or directors, officers, employees, agents or representatives of any of them, and all rights and obligations of each party thereto shall cease. |
| 3. |
No Company Termination Fee or reimbursement of expenses is due and owing by the Company to Parent, Merger Sub, Han or He, and none shall be paid. In addition, no Parent Termination Fee or reimbursement of expenses are due and owing to the Company and none shall be paid by Parent, Merger Sub, Han or He. |
| 4. |
This Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of Delaware without regard to the conflict of laws principles thereof. |
| 5. |
This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. |
| 6. |
If any part or any provision of this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. |
| 7. |
This Agreement may be modified only by a written document signed by the Parties hereto. No waiver of this Agreement or any of the promises, obligations, terms or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforced. |
| 8. |
The Parties cooperated in the drafting of this Agreement, therefore, in the construction of this Agreement, the provisions hereof shall not be construed against any Party. This Agreement contains the complete understanding and agreement between the Parties hereto. |
IN WITNESS WHEREOF , the Prties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.
| NOVEL GAIN HOLDINGS LIMITED | ||
| By: | /s/ Xianfu Han | |
| Name: | Xianfu Han | |
| Title: | ||
| CACMG ACQUISITION, INC. | ||
| By: | /s/ Xianfu Han | |
| Name: | Xianfu Han | |
| Title: | ||
| CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC. | ||
| By: | /s/ Tao Jin | |
| Name: | Tao Jin | |
| Title: | Director | |
| XIANFU HAN | ||
| By: | /s/ Xianfu Han | |
| WEILI HE | ||
| By: | /s/ Weili He | |
SIGNATURE PAGE TO THE TERMINATION OF AGREEMENT AND PLAN OF MERGER