YANTAI, China, March 8, 2021 /PRNewswire/ -- Newater Technology,
Inc. (NASDAQ: NEWA) ("NEWA", or the "Company"), a
developer, service provider and manufacturer of membrane filtration
products and related hardware and engineered systems that are used
in the treatment, recycling and discharge of wastewater, today
announced that its independent committee of the board of the
directors (the "Independent Committee") has concluded that
an unsolicited and non-binding acquisition proposal received by the
Independent Committee from Fulcan Capital Partners LLC, a
Nevada limited liability company
("Fulcan"), to acquire substantially all outstanding
ordinary shares of the Company at a purchase price of US$4.90 per share is not reasonably capable of
being consummated and that the Independent Committee has rejected
the Fulcan's proposal.
The Independent Committee gave careful consideration to the
proposal by Fulcan and the opportunity to pursue it. Following its
receipt of Fulcan's nonbinding proposal letter on February 22, 2021, the Independent Committee
requested and received from Fulcan, through its counsel, additional
information regarding the Fulcan Proposal, including, without
limitation, Fulcan's plan for financing the proposed transaction
and its share ownership in the Company.
Upon careful consideration, on March 5,
2021, the members of the Independent Committee have
unanimously concluded that the Fulcan Proposal, as currently
proposed, does not constitute a superior proposal for the purpose
of the agreement and plan of merger dated September 29, 2020 by and among the Company,
Crouching Tiger Holding Limited, and Green Forest Holding Limited
(the "Merger Agreement"), and it would be in the best
interests of the Company and its shareholders (including the
minority shareholders) to reject the Fulcan Proposal as currently
proposed. In arriving at its conclusion, the Independent Committee
considered various aspects of the Fulcan Proposal, including,
without limitation, the feasibility and legality of the Fulcan's
proposal, the higher purchase price offered by Fulcan, the
likelihood of Fulcan's obtaining regulatory approval for its plan
for financing the proposed transaction, the likelihood of Fulcan's
obtaining majority shareholders' approval for its proposed
transaction, potential costs and business risks to the Company that
may be associated with Fulcan's proposal, and potential impact on
the Company's business prospects if Fulcan's proposal is
accepted.
On the same day, the Company's board of directors adopted the
recommendation of the Independent Committee as the recommendation
of the entire board of directors.
On March 8, 2021, the Independent
Committee delivered a notice to Fulcan informing Fulcan of the
Independent Committee's determination.
The Independent Committee continues to recommend the Company's
unaffiliated shareholders to authorize and approve the Merger
Agreement and the transactions contemplated thereby, including the
merger, with the current buyer group.
ABOUT NEWATER TECHNOLOGY, INC.
Founded in 2012 and headquartered in Yantai, China, the Company, operating its business
through its wholly owned subsidiary Yantai Jinzheng Eco-Technology
Co. Ltd., specializes in the development, manufacture and sale of
DTRO (Disk Tube Reverse Osmosis) and DTNF (Disk Tube
Nano-Filtration) membranes for waste water treatment, recycling and
discharge. NEWA provides integrated technical solutions in
engineering support and installation, technical advice and water
purification services, and other project-related solutions to turn
wastewater into valuable clean water. More information about the
Company can be found at www.dtNEWA.com.
The Company's core business includes:
- Reuse of high quality reclaimed water;
- High-salt and high-polluting wastewater treatment and near
zero-liquid discharge;
- Highly efficient treatment of Landfill leachate; and
- Utilization of acid or alkali-containing wastewater as
resources.
More information about the Company can be found at:
www.dtNEWA.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. When the Company uses words such as
"may", "will", "intend", "should", "believe", "expect",
"anticipate", "project", "estimate" or similar expressions that do
not relate solely to historical matters, it is making
forward-looking statements. Specifically, the Company's statements
regarding the transaction are forward-looking statements.
Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that may cause the actual
results to differ materially from the Company's expectations
discussed in the forward-looking statements. These statements are
subject to uncertainties and risks including, but not limited to,
the following: the Company's goals and strategies; the Company's
future business development; product and service demand and
acceptance; changes in technology; economic conditions; the growth
of the water filtration industry in China; reputation and brand; the impact of
competition and pricing; government regulations; fluctuations in
general economic and business conditions in China and assumptions underlying or related to
any of the foregoing and other risks contained in reports filed by
the Company with the Securities and Exchange Commission. For these
reasons, among others, investors are cautioned not to place undue
reliance upon any forward-looking statements in this press release.
Additional factors are discussed in the Company's filings with the
U.S. Securities and Exchange Commission, which are available for
review at www.sec.gov. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof.
View original
content:http://www.prnewswire.com/news-releases/newater-technology-inc-confirms-its-independent-committees-rejection-of-unsolicited-acquisition-proposal-from-fulcan-capital-partners-llc-301242117.html
SOURCE Newater Technology, Inc.