WENZHOU, China, April 16, 2019 /PRNewswire/ -- Hebron Technology
Co., Ltd. ("Hebron" or the
"Company") (Nasdaq: HEBT), a developer, manufacturer and installer
of valves and pipe fittings for use in the pharmaceutical,
biological, food and beverage, and other clean industries, today
announced that it has entered into a Securities Purchase Agreement
("Agreement") by and among (a) the Company, (b) Wise Metro
Development Co., Ltd., a British Virgin
Islands company ("Wise"), (c) Mr. Zuoqiao Sun Zhang, a
citizen of Guatemala ("Sun Zhang"; and together with Wise,
"Sellers") and (d) NiSun International Enterprise Management Group
Co., Ltd., a company organized under the laws of Cayman Islands
(the "Buyer" and, together with the Sellers and Company, the
"Parties" and each, a "Party"). In connection with entry into the
Agreement, the Company announced that it will hold a Special
Shareholder Meeting on May 29, 2019.
On the Closing Date of the Agreement, the Buyer will purchase
(a) Wise's 1,800,000 Class B Common Shares of the Company, par
value $0.001 per share and (b)
Sun Zhang's 5,978,400 Class B Common
Shares of the Company, which will together constitute approximately
47.8% of all of the Company's outstanding Common Shares at the time
of the Closing on a fully diluted basis (Wise's and Sun Zhang's Class B Common Shares are referred
to as the "Shares"). The Shares will automatically convert into
Class A Common Shares upon transfer from the Sellers to the Buyer,
and upon such transfer the Company will have no issued and
outstanding Class B Common Shares. Upon such automatic conversion,
the Shares will be entitled to one vote per share.
Simultaneously with the sale and transfer of the Shares, the
Company and its subsidiaries will enter into a series of contracts
acquire effective control over Fintech (shanghai) Investment
Holding Co., Ltd ("Fintech"), a Chinese company focused on the
provision of financial services, in return for cash or cash
equivalents to be determined based on an assessment by an
independent third party business valuation firm (the "Fintech
Acquisition").
Also as part of the transaction, the Company will grant to
Sellers or their designee the option (the "Option") to purchase the
Company's equity interest in Zhejiang Xibolun Automation Project
Technology Co., Ltd., the Company's 49% equity interest in Xuzhou
Weijia Biotechnology Co., Ltd. and the Company's equity interest in
Wenzhou Xibolun Fluid Equipment Co., Limited, Chinese operating
subsidiaries of the Company. The purchase price will be based on
assessment by an independent third party business valuation firm at
the time the Option is exercised. The Option will be granted on the
Closing Date of the Agreement upon payment of $50,000 by the Sellers. The Option may be
exercised beginning six (6) months following the Closing Date and
expires if not exercised prior to the second anniversary of the
Closing Date. To the extent the Option is exercised, such
$50,000 will be credited to the
purchase price; if not exercised, such amount will be forfeited to
the Company.
The Closing Date of the Agreement will be within five (5) days
after the latest of (i) payment for the Shares, (ii) delivery of
all closing deliverables and (iii) satisfaction or waiver of
closing conditions, including the approval of both classes of
Common Shares of the Company.
For this reason, the Board of Directors of the Company hereby
announces that the Company will hold a Special Shareholders'
Meeting to approve entry into and performance under the Agreement
and grant of the Option, together with such other matters as will
be addressed in a proxy statement to be filed with the Securities
and Exchange Commission. The meeting will be held on 10:00 AM, China
time, on May 29, 2019 at the
Company's office, No. 936, Jinhai 2nd Road, Konggang New Area,
Longwan District, Wenzhou City, Zhejiang
Province, People's Republic of
China. Shareholders of record as of May 14, 2019 will be entitled to vote at the
meeting.
About Hebron Technology Co., Ltd.
Established in January 2005 and headquartered in
Wenzhou City, Zhejiang Province, China, Hebron Technology
Co., Ltd. ("Hebron" or the
"Company") engages in research, development, and manufacture of
highly specialized valves and pipe fitting products for use in the
pharmaceutical, biological, food and beverage, and other clean
industries. The Company also offers its customers comprehensive
pipeline design, installation, construction, and ongoing
maintenance services as holistic solution services. For more
information about the Company, please visit www.xibolun.com.
Forward-Looking Statements
This press release contains information
about Hebron's view of its future expectations, plans and
prospects that constitute forward-looking statements. Actual
results may differ materially from historical results or those
indicated by these forward-looking statements as a result of a
variety of factors including, but not limited to, risks and
uncertainties associated with its ability to raise additional
funding, its ability to maintain and grow its business both in
legacy and new segments, variability of operating results, its
ability to maintain and enhance its brand, its development and
introduction of new products and services, the successful
integration of acquired companies, technologies and assets into its
portfolio of products and services, marketing and other business
development initiatives, competition in the industry, general
government regulation, economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who
possess the technical skills and experience necessary to meet the
requirements of its clients, and its ability to protect its
intellectual property. Hebron encourages you to review other
factors that may affect its future results
in Hebron's registration statement and in its other
filings with the Securities and Exchange Commission.
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SOURCE Hebron Technology Co., Ltd.