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): December 9, 2013 (December 8, 2013)
SINO GAS INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in Charter)
| Utah | 000-51364 | 90-0438712 | ||
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(State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(IRS Employee Identification No.) |
No.18 Zhong Guan Cun Dong St.
Haidian District
Beijing 100083, People’s Republic of China
(Address of Principal Executive Offices)
86-10-82600527
(Issuer Telephone number)
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 8.01 Other Events.
On December 9, 2013, Sino Gas International Holdings, Inc. (the “Company”) announced that a Special Committee comprised of independent directors (the “Special Committee”) of the Company’s Board of Directors (the “Board”) has received a renewed, non-binding proposal letter (the “Renewed Proposal”) dated December 8, 2013 from Mr. Yuchuan Liu (“Mr. Liu”), the Company’s Chairman and Chief Executive Officer and President, and an affiliate of Morgan Stanley Private Equity Asia, the private equity arm of Morgan Stanley (“MSPEA”), to acquire all of the outstanding shares of common stock of the Company not currently owned by Mr. Liu (and possibly other rollover shareholders) (the “Shares”) in a going private transaction for $0.50 in cash per Share (the “Acquisition”), subject to certain conditions.
Reference is made to that Proposal Letter, dated and delivered to the Board by Mr. Liu on April 28, 2012, in which Mr. Liu submitted a non-binding proposal to acquire all of the outstanding shares of common stock of the Company not owned by Mr. Liu in a going private transaction at US$0.48 in cash per share (the “Original Proposal”). Through the Renewed Proposal, Mr. Liu and MSPEA reaffirm and supplement the Original Proposal and together intend to effect the Acquisition.
According to the Renewed Proposal, the Acquisition is intended to be financed through equity capital and Mr. Liu and certain of his affiliates and other members of management of the Company intend to exchange all or part of their equity interests in the Company into equity securities in the post-Acquisition company.
The Board formed the Special Committee to consider the Original Proposal. The Special Committee will be responsible for evaluating the Renewed Proposal. The Board cautions the Company’s shareholders and others considering trading in the Company’s securities that the Special Committee has just received the Renewed Proposal and that no decisions have been made by the Special Committee with respect to the Company’s response to the Renewed Proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.
On December 9, 2013, the Company issued a press release regarding the matters set forth above. A copy of the press release is filed herewith as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits
99.1 Press Release dated December 9, 2013.
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: December 9, 2013 | Sino Gas International Holdings, Inc. | ||
| /s/ Yuchuan Liu | |||
| Name: Yuchuan Liu | |||
| Title: Chief Executive Officer | |||
Sino Gas International Holdings, Inc. Announces Receipt of Renewed “Going Private” Proposal at $0.50 Per Share
BEIJING and SALT LAKE CITY, December 8, 2013 – Sino Gas International Holdings, Inc. (“Sino Gas” or the “Company”), a holding company that is engaged in the development of natural gas distribution systems and the distribution, of natural gas to residential and industrial customers in small- and medium-sized cities in the People’s Republic of China, today announced that a Special Committee comprised of independent directors (the “Special Committee”) of the Company’s Board of Directors (the “Board”) has received a renewed, non-binding proposal letter (the “Renewed Proposal”) dated December 8, 2013 from Mr. Yuchuan Liu (“Mr. Liu”), the Company’s Chairman and Chief Executive Officer and President, and an affiliate of Morgan Stanley Private Equity Asia, the private equity arm of Morgan Stanley (“MSPEA”), to acquire all of the outstanding shares of common stock of the Company not currently owned by Mr. Liu (and possibly other rollover shareholders) (the “Shares”) in a going private transaction for $0.50in cash per Share (the “Acquisition”), subject to certain conditions.
Reference is made to that Proposal Letter, dated and delivered to the Board by Mr. Liu on April 28, 2012, in which Mr. Liu submitted a non-binding proposal to acquire all of the outstanding shares of the Company not owned by Mr. Liu in a going private transaction at US$0.48 in cash per share(the “Original Proposal”). Through the Renewed Proposal, Mr. Liu and MSPEA reaffirm and supplement the Original Proposal and together intend to effect the Acquisition.
According to the Renewed Proposal the Acquisition is proposed to be financed through equity capital and Mr. Liu and certain of the Company’s management and affiliates intend to exchange all or part of their equity interests in the Company into equity securities in the post-Acquisition company.
The Board formed a Special Committee to consider the Original Proposal. The Special Committee will be responsible for evaluating the Renewed Proposal. The Board cautions the Company’s shareholders and others considering trading in the Company’s securities that the Special Committee has just received the Renewed Proposal and that no decisions have been made by the Special Committee with respect to the Company’s response to the Renewed Proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.
About Sino Gas International Holdings, Inc.
The Company, is a leading developer of natural gas distribution systems in small and medium size cities in China, as well as a distributor of natural gas to residential, commercial and industrial customers in China. The Company owns and operates natural gas distribution systems in Beijing, Hebei, Jilin, Jiangsu, and Yunnan Provinces. The Company's website is: http://www.sino-gas.com
Forward-Looking Safe Harbor Statement
Statements in this news release regarding future financial and operating results, potential applications of the Company's technology,
opportunities for the Company, and any other statements about the future expectations, beliefs, goals, plans, or prospects expressed
constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements containing the words "will," "believes," "plans,"
"anticipates," "expects," "estimates," and similar expressions) should also be considered to be forward-looking
statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated
by such forward-looking statements including: limited operating history, need for future capital and economic conditions generally.
Additional information on potential factors that could affect results and other risks and uncertainties are detailed from time
to time in the Company's periodic reports, including Forms 10-K, 10-Q, 8-K, and other forms filed with the Securities and Exchange
Commission ("SEC"). These statements, and other forward-looking statements, are not guarantees of future performance
and involve risks and uncertainties.
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