UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2012.
Commission File Number: 000-53465
China Dredging Group Co., Ltd.
(Translation of registrant's name into English)
Floor 18, Tower A, Zhongshan Building,
No. 154, Hudong Road, Gulou District,
Fuzhou City, Fujian Province, PRC
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
On October 25, 2012, the Registrant issued a press release announcing its entry into a definitive agreement to merge with China Growth Equity Investment Ltd. A copy of the press release is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
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, thereunto duly authorized.
| CHINA DREDGING GROUP CO., LTD. | ||
| Date: October 25, 2012 | /s/ Alfred Ho | |
| Alfred Ho | ||
| Chief Financial Officer |
Exhibit 99.1
China Growth Equity Investment Ltd. to Merge with China Dredging Group Co.,
Ltd. and Acquire Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd.
Business Combination Valued at Approximately $783 Million
NEW YORK, NY – October 25, 2012 – China Growth Equity Investment Ltd. (Nasdaq: CGEI; CGEIU; CGEIW) (“CGEI”), a special purpose acquisition company (“SPAC”), China Dredging Group Co., Ltd. (“CDGC”) and Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd. (“Pingtan Fishing”) today announced that CGEI and CDGC have entered into a definitive merger agreement for CGEI to merge with CDGC and that CGEI and Pingtan Fishing have entered into a definitive agreement for CGEI to acquire Pingtan Fishing. The parties expect the transactions to provide CDGC and Pingtan Fishing with necessary financial resources for the companies’ next stage of growth.
CDGC, a British Virgin Islands holding company, is one of the leading independent (not state-owned) providers of dredging services in the PRC through its PRC subsidiary Fujian Xing Gang Port Service Co., Ltd., or Fujian Service. Pingtan Fishing is a rapidly growing fishing company and provider of quality seafood in the PRC.
The combined entity, which will be renamed “Pingtan Marine Enterprise Ltd.,” intends to apply to be listed on NASDAQ under the ticker symbol “PME”. Upon completion of the merger and the acquisition, successful entrepreneur Xinrong Zhuo, the founder, Chairman and controlling shareholder of both CDGC and Pingtan Fishing will be the chairman of the combined company.
The business combination is subject to the approval of CGEI’s shareholders as well as other customary closing conditions. Assuming the closing conditions are met, the business combination is expected to be completed during the first quarter of 2013.
Pro forma fiscal year 2011 revenues and net income for CGEI, CDGC and Pingtan Fishing were $252.6 million and $106.8 million, respectively. For the 6 months ending June 30, 2012, pro forma combined revenues were $145.0 million and net income was $49.4 million.
“CGEI’s combination with CDGC and Pingtan Fishing is the culmination of our search for a successful company with a proven track record of profitability and attractive growth prospects,” said Xuesong Song, China Growth’s board chairman. “We believe that CDGC’s highly profitable dredging business represents a unique opportunity as one of the largest dredging providers in China. Pingtan Fishing provides the combined company with a strong and fast growing platform in a fragmented industry.”
Added Mr. Zhuo, the Chairman of CDGC: “We are truly excited about the immediate positive impact of the capital this transaction will provide to help Pingtan Marine Enterprise execute on its long-term growth strategy with greater access to capital and a public currency to support additional future growth.”
Transaction Summary
As part of the business combination, each CDGC ordinary or Class A preferred share will be exchanged for 0.82947 ordinary shares of CGEI. The shareholders of Pingtan Fishing will receive an aggregate of 25,000,000 CGEI ordinary shares. Upon completion of the business combination, CGEI shareholders will own approximately 7.75% of the outstanding ordinary shares of the combined company, assuming no redemptions by CGEI shareholders. After the closing, CGEI will have approximately 78,962,376 ordinary shares outstanding, valuing the company at approximately $783 million.
Reed Smith LLP provided legal counsel to CGEI. DLA Piper LLP (US) provided legal counsel to CDGC.
About CGEI
China Growth Equity Investment Ltd. (Nasdaq: CGEI; CGEIU; CGEIW), or CGEI, is a special purpose acquisition company (SPAC), also known as a blank-check company incorporated as a Cayman Islands-exempted company. CGEI intends to use the net proceeds from its initial public offering for the purpose of acquiring one or more operating companies through a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination.
About CDGC
Through its PRC subsidiary, Fujian Service, CDGC provides specialized dredging services exclusively to the PRC marine infrastructure market and is, based on the number and capacity of the dredging vessels it operates, one of the leading independent (not state-owned) providers of such services in the PRC. Since its inception, CDGC has functioned exclusively as a specialist subcontractor, performing dredging services for other companies licensed to function as general contractors. CDGC engages in capital dredging, maintenance dredging and reclamation dredging projects and primarily sources its projects by subcontracting projects from general contractors.
About Pingtan Fishing
Pingtan Fishing primarily engages in ocean fishing with many of its self-owned vessels operating within the Indian Exclusive Economic Zone and the Arafura Sea of Indonesia. Pingtan Fishing is a rapidly growing fishing company and provider of quality seafood in the PRC.
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Additional Information
In connection with the proposed business combination, CGEI will prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of CGEI. Before making any voting decision, shareholders are urged to read the proxy statement carefully and in its entirety because it will contain important information about the proposed merger. Shareholders will be able to obtain, without charge, a copy of the proxy statement and other relevant documents filed with the SEC when they become available through the SEC’s website at http://www.sec.gov. Shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents when they become available by contacting CGEI’s Corporate Secretary, Chantelle Bai, at CN11 Legend Town, No.1 Balizhuangdongli, Chaoyang District, Beijing, 100025, P.R.C., telephone number (+86-10-6550-3186), or by email to cbai@chum.com.cn.
Forward-Looking Statements
This press release contains forward-looking statements that reflect CGEI’s, CDGC’s and Pingtan Fishing’s current beliefs, expectations or intentions regarding future events. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “to merge,” “to name,” “to receive,” “will,” “may,” “could,” “should,” “expect,” “expected,” “proposed,” “contemplated,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, CGEI’s, CDGC’s and Pingtan Fishing’s expectations with respect to the combined company’s plans, objectives, expectations and intentions with respect to future operations; approval and adoption of business combination by the requisite number of shareholders; and the timing of the completion of the proposed business combination. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of CGEI’s, CDGC’s and Pingtan Fishing’s and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to: (i) the failure of the business combination to close for any reason; (ii) general business and economic conditions; (iii) the performance of financial markets; (iv) risks relating to the consummation of the contemplated business combination, including the risk that required shareholder approval and regulatory agencies might not be obtained in a timely manner or at all or that other closing conditions are not satisfied; (v) the impact of the business combination on the markets for the combined company’s products and services; (vi) the employees of CGEI, CDGC and Pingtan Fishing not being combined and integrated successfully; (vii) operating costs and business disruption following the business combination, including adverse effects on employee retention and on CGEI’s, CDGC’s and Pingtan Fishing’s business relationships with third parties; (viii) the inability of the combined company following the closing of the business combination to meet NASDAQ’s listing requirements and the failure of the combined company’s securities to be listed or continue to be listed on NASDAQ; (ix) the amount of cash available to the combined company following the business combination being insufficient to allow CGEI, CDGC, Pingtan Fishing or the combined company to achieve their business goals; and (xi) the future performance of the combined company following the closing of the business combination. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, and the subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K filed by CGEI with the SEC, the most recent annual report on Form 20-F and current reports on Form 6-K filed by CDGC with the SEC, as well as the proxy statement when it becomes available. Each of CGEI, CDGC and Pingtan Fishing anticipates that subsequent events and developments may cause their views and expectations to change. Neither CGEI, CDGC nor Pingtan Fishing assumes any obligation, and they specifically disclaim any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
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Participants in the Solicitation
CGEI and its directors and officers may be deemed to be participants in the solicitation of proxies from the shareholders of CGEI in connection with the proposed business combination. Information regarding the officers and directors of CGEI is available in CGEI’s annual report on Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Additional information regarding the interests of such potential participants will also be included in the proxy statement for the proposed business combination and the other relevant documents filed with the SEC.
MEDIA CONTACTS
CGEI:
Jin ShiShi@chum.com.cn
+ 86-10-6550-3186
CDGC:
Alfred Ho
alfredho@chinadredgingco.com
+86-591-8727-1266
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