Sino Mercury Acquisition Corp. to Merge with Wins Finance Group Ltd.
The Transaction
Upon the consummation of the transactions contemplated by the definitive agreement, (i) Sino will be merged with and into
Pursuant to the definitive agreement, upon consummation of the share exchange, the shareholders of Wins will receive (1) an amount of cash remaining in Sino's trust fund after payment of all amounts to public stockholders that exercise their conversion rights, less
The transaction is expected to be completed in the third quarter of 2015, pending regulatory and shareholder approval, and satisfaction of customary closing conditions.
In connection with the transaction,
Graubard Miller and Maples and Calder served as legal counsel to Sino, and
The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive agreement relating to the transaction, a copy of which will be filed by Sino with the
About
Wins is an integrated financing solution provider with operations located primarily in Jinzhong City,
About
Participants in the Solicitation
Sino and its directors and executive officers may be deemed to be participants in the solicitation of proxies for the special meeting of Sino stockholders to be held to approve the transactions contemplated by the business combination (the "Special Meeting"). A list of the names of Sino's directors and officers is contained in Sino's Annual Report on Form 10-K for the fiscal year ended
Additional Information and Where to Find it
Stockholders of Sino and other interested persons are advised to read, when available, Sino's preliminary and definitive proxy statements in connection with Sino's solicitation of proxies for the Special Meeting and the Registration Statement to be filed by
Forward Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Sino's and Wins' managements' current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of Wins' business. These risks, uncertainties and contingencies include: uncertainties as to the timing of the proposed transaction; the satisfaction of closing conditions to the proposed transaction; costs related to the proposed transaction; changes in economic conditions generally; changes in Wins' industry; management of growth; outcomes of governmental reviews; legislative and regulatory changes; lack of diversification of Wins' services and products; availability of debt and equity capital to Wins on favorable terms or at all; the degree and nature of Wins' competition; Wins' dependence on its key employees; and other factors set forth in Sino's and
Company Contacts:
Tel: 646-480-9882
Email: [email protected]
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