WSP Holdings Limited 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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