Miami - Bilzin Sumberg Baena Price & Axelrod announces that it has represented China Fire & Security Group, Inc. (NASDAQ: CFSG) (China Fire) in the acquisition to Amber Parent Limited (Parent), an affiliate of funds managed by Bain Capital Partners, LLC. China Fire is a leading total solution provider of industrial fire protection systems in China.
As the Florida legal advisor to the Special Committee formed by China Fires Board of Directors, Bilzin Sumberg advised China Fire in connection with the negotiation of the terms of the merger agreement and other related documents, preparation of the proxy statement and closing of the merger with Amber Parent Limited. As this deal was a going private merger transaction under the Exchange Act Rule 13e-3, Bilzin Sumberg attorneys helped China Fire navigate a number of complex Florida law issues that came up in connection with the transaction.
Under the terms of the Merger Agreement, which was approved by the Company's shareholders at the special meeting held on September 22, 2011, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger was converted automatically into the right to receive $9.00 in cash without interest and less any applicable withholding taxes, except for shares beneficially owned by the Company, any subsidiary of the Company, Parent or Merger Sub, including shares contributed to Parent or Merger Sub by certain special purpose companies (the "Rollover Investors") related to Mr. Weigang Li, the Chairman of the Board of the Company, Mr. Brian Lin, the Chief Executive Officer of the Company, and Mr. Weishe Zhang, the Vice President of Strategic Planning of the Company, which were cancelled without receiving any consideration.
The maximum aggregate value of the transaction (including the value received by the Rollover Investors for their shares) was approximately $265.5 million. The merger closed on November 4, 2011.
Bilzin Sumberg's Corporate Practice Group is recognized routinely by Chambers USA, Best Lawyers in America, Martindale-Hubbell, Florida Trend's "Legal Elite," and Florida Super Lawyers, among others. The firms Corporate Practice Group represents businesses and investors from Latin America, Europe and Asia looking to acquire U.S. assets, as well as European and Asian investors leveraging South Florida as a gateway for potential Latin American investments. This area of practice has grown significantly for the firm as strengthening foreign currencies, reduced real estate values, and other economic issues contribute to increased foreign investment opportunities.
About Bilzin Sumberg
Bilzin Sumberg Baena Price & Axelrod LLP is a commercial law firm with extensive experience in the areas of commercial finance, corporate and securities, environmental law, land use and government relations, litigation, real estate, restructuring and bankruptcy, tax and wealth transfer. For more information, please visit www.bilzin.com.