SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
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TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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WOWJOINT HOLDINGS LIMITED
(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))
Warrants to Purchase Ordinary Shares
(Title of Class of Securities)
G9796W119
(CUSIP Number of Warrants)
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1108 A Block Tiancheng Mansion
#2 Xinfeng Road, Deshengmenwai Street,
Xicheng District, Beijing
China 100088
Tel: +86 (010) 8957-9330
Fax: +86 (010) 8957 9553
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
with a copy to:
Barry I. Grossman, Esq.
Sarah Williams, Esq.
Ellenoff Grossman & Schole LLP
150 East 42nd Street, 11th Floor
New York, NY 10017
Tel: (212)-370-1300
Fax: (212)-370-7889
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CALCULATION OF FILING FEE
|
Transaction valuation* $207,917 |
Amount of filing fee $23.80 |
| * | Estimated for purposes of calculating the amount of the filing fee only. Wowjoint Holdings Limited (“Wowjoint” or the “Company”) is offering holders of 7,700,642 of the Company’s warrants (the “Warrants”), taking into effect the payment of a 6% stock dividend to all holders of the Company’s Shares as of March 31, 2012 (the “Stock Dividend”), which consist of (i) publicly traded warrants to purchase an aggregate of 4,256,250 ordinary shares (“Shares”) issued by China Fundamental Acquisition Corporation (“China Fundamental”), our predecessor, in its initial public offering and such warrants were exchanged into Wowjoint warrants on February 22, 2010, on a one for one basis (the “Public Warrants”), (ii) warrants to purchase an aggregate of 1,064,062 Shares that were originally issued to the founders of China Fundamental and such warrants were exchanged into Wowjoint warrants on February 22, 2010, on a one for one basis (the “Initial Warrants”); (iii) warrants to purchase an aggregate of 1,944,444 Shares that were issued at a purchase price of $0.90 per Warrant in a private placement preceding China Fundamental’s initial public offering and such warrants were exchanged into Wowjoint warrants on February 22, 2010 on a one for one basis (the “Private Placement Warrants, and collectively with the Initial Warrants, the “Private Warrants”) and (iv) warrants to purchase an aggregate of 435,886 Shares as a result of the Stock Dividend. The amount of the filing fee assumes that all outstanding Warrants will be exchanged and is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, which equals $114.60 for each $1,000,000 of the value of the transaction. The transaction value was determined by using the average of the high and low prices of publicly traded Warrants on March 19, 2012, which was $0.027. |
| þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $23.80 | Filing Party: Wowjoint Holdings Limited |
| Form or Registration No.: Schedule TO-I | Date Filed: March 22, 2012 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| þ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
SCHEDULE TO
This Amendment No. 2 to the Tender Offer Statement on Schedule TO ( “Amendment No. 2”) originally filed with the SEC on March 22, 2012 (the “Schedule TO”) and subsequently amended on April 18, 2012 ( “Amendment No. 1”) by Wowjoint Holdings Limited, a Cayman Islands business company (the “Company”), amends and supplements the Schedule TO, Amendment No. 1 , the Offer to Exchange dated March 22, 2012 (the “Offer to Exchange”) and the related Letter of Transmittal, copies of which were filed herewith as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Schedule TO, as amended by Amendment No. 1 and Amendment No. 2, relates to the offer by the Company to all holders of the Company’s outstanding warrants (the “Warrants”) to purchase an aggregate of 7,700,642 of the Company’s ordinary shares, par value $0.001 per share (the “Shares”), to receive one (1) Share in exchange for every 15.9 Warrants tendered by the holders of Warrants. The offer is subject to the terms and conditions set forth in the Offer.
This Amendment No. 2 is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended.
| Item 11. | Additional Information. |
Item 11 is hereby amended and supplemented by adding the following:
| (b) | Other Material Information |
On July 18, 2012, Wowjoint Holdings Limited (“Wowjoint” or the “Company”) issued a press release announcing the extension of the tender offer. A copy of the press release is filed as Exhibit (a) (5) (F) and is incorporated herein by reference.
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
|
Exhibit Number |
Description |
| (a)(5)(F) | Press Release, dated July 18, 2012. |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| WOWJOINT HOLDINGS LIMITED | |||
| By: | /s/ Yabin Liu | ||
| Name: Yabin Liu | |||
| Title: Chief Executive Officer | |||
| Date: July 18, 2012 | |||
Wowjoint Holdings Limited Announces Extension of Warrant Exchange Offer
BEIJING, July 18, 2012 -- /PRNewswire-Asia/ -- Wowjoint Holdings Limited (NASDAQ: BWOW, BWOWW and BWOWU) ("Wowjoint" or the "Company"), China's innovative infrastructure solutions provider of customized heavy duty lifting and carrying machinery, today announced the extension of the offering period for its previously announced exchange offer (the "Offer") for its 7,700,642 outstanding warrants (the "Warrants"). The Offer has been extended until 5:00 p.m., New York City time, on September 20, 2012.
The Offer was previously scheduled to expire at 5:00 p.m., New York City time, on July 17, 2012. Tenders of the Warrants must be made prior to the expiration of the Offer and may be withdrawn at any time prior to the expiration of the Offer.
Warrant holders should review the Schedule TO, Offer to Exchange and other Offer materials (as they may be supplemented or amended) which the Company has filed or will file with the SEC and has provided or will provide to Warrant holders. Warrant holders who have previously tendered their Warrants do not need to take any other action unless they desire to withdraw their Warrants. Warrants may be withdrawn in accordance with the procedures described in the Offer materials.
The last reported trading price of the Warrants on the NASDAQ Capital Market was $0.02 per warrant on July 6, 2012 and the last reported trading price of the Units on the NASDAQ Capital Market was $0.64 per unit on July 16, 2012. As of July 17, 2012, 5,311,201 Warrants have been tendered and not withdrawn.
A copy of the Offer materials may be obtained from Georgeson, Inc. the information agent for the Offer. Please contact Georgeson, Inc. with any questions regarding the Offer at (212) 440-9800 or (212) 440-9800 (banks and brokers), (866) 767-8986 or (866) 767-8986 (toll-free) or BWOW@Georgeson.com.
This announcement is for informational purposes only and does not constitute an offer to exchange nor a solicitation of an offer to tender any Warrants. The solicitation of offers to tender Warrants in exchange for shares has been made pursuant to the Offer to Exchange filed with the SEC (as may be amended or supplemented) on March 22, 2012, the related Letter of Transmittal and other related documents that Wowjoint is sending to its Warrant holders. The Offer materials contain important information that should be read carefully before any decision is made with respect to the Offer. Those materials are being distributed by Wowjoint to its Warrant holders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) are available at no charge on the SEC's website at www.sec.gov and from the information agent.
While Wowjoint’s Board of Directors has approved the extension of the expiration date of the Warrants, neither Wowjoint nor any of its directors, officers or employees makes any recommendation as to whether or when to exercise or tender these Warrants.
About Wowjoint Holdings Limited
Wowjoint is a leading provider of customized heavy duty lifting and carrying machinery used in large scale infrastructure projects such as railway, highway and bridge construction. Wowjoint's main product lines include launching gantries, tyre trolleys, special carriers and marine hoists. The Company's innovative design capabilities have resulted in patent grants and proprietary products. Wowjoint believes it is well-positioned to benefit directly from China's rapid infrastructure development by leveraging its extensive operational experience and long-term relationships with established blue chip customers. Information on Wowjoint's products and other relevant information are available on its website at http://www.wowjoint.com.
Forward-Looking Statements
This press release includes "forward-looking statements" which were intended to be identified by words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions. Forward-looking statements in this press release include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Wowjoint undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this communication. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. All forward-looking statements are qualified in their entirety by this cautionary statement. All subsequent written and oral forward-looking statements concerning Wowjoint or other matters and attributable to Wowjoint or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Wowjoint does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this news release.
For additional information contact:
Wowjoint Holdings:
Aubrye Foote, Vice President of Investor Relations
Tel: (530) 475-2793
mail: aubrye@wowjoint.com
Website: www.wowjoint.com