WSP Holdings Issues Update on 'Go-Private' Deal
WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a leading Chinese manufacturer of API ("American Petroleum Institute") and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling, and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, today announced that it has entered into an Amendment No. 2 and Assignment and Assumption Agreement ("Amendment No. 2") relating to the Agreement and Plan of Merger entered into on February 21, 2013 and amended on August 15, 2013 (the "Merger Agreement") with the original parties under the Merger Agreement and Wuxi Heavy Industries, Ltd. ("New Parent"), WHI Acquisitions, Ltd. ("New Merger Sub") and General Transactions, Inc. Pursuant to Amendment No. 2, the original acquiring parties under the Merger Agreement and H.D.S. Investment LLC assigned all of their respective rights and obligations under the Merger Agreement and certain related agreements to New Parent, New Merger Sub and General Transactions, Inc., respectively, and New Parent, New Merger Sub and General Transactions, Inc. assumed all such rights and obligations. Amendment No. 2 also made certain other changes to the Merger Agreement, including extending the termination date of the Merger Agreement to May 31, 2014.
Concurrently with the signing of Amendment No. 2, the original acquiring parties under the Merger Agreement also assigned all of their respective rights and obligations under certain rollover and voting agreements, which were entered into concurrently with the signing of the Merger Agreement on February 21, 2013, to New Parent and New Merger Sub, respectively, and New Parent and New Merger Sub assumed all such rights and obligations.
The Company will file its Schedule 13E-3/A and preliminary proxy statement with the Securities and Exchange Commission (the "SEC") as soon as possible, and expects to complete the going private transaction as soon as practicable thereafter, subject to approvals and satisfaction or waiver of conditions in the Merger Agreement.
For additional information regarding the going private transaction, please refer to our latest Schedule 13E-3/A and preliminary proxy statement filed with the SEC on November 22, 2013.
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