Chemspec International Ltd

listed = True...ment for their Shares or ADSs pursuant to the merger agreement nor will the holders of any share options receive payment in respect of such share options. In addition, the Company will remain a public company. The Company’s ADSs will continue to be listed and traded on the NYSE, provided that the Company continues to meet the NYSE’s listing requirements. In addition, the Company will remain subject to SEC reporting obligations. Under specified circumstances, the Company may be required to pay Parent a termination fee and/or reimburse Parent for its expenses, or Parent may be required to pay the Company a termination fee and/or reimburse the Company for its expense...

mechanism = FIXED...man Islands law. Representatives of Houlihan Lokey first explained in detail its financial analyses with respect to the Company and the transaction proposed by Dr. Jianhua Yang and Primavera to acquire the Shares and ADSs, other than the Excluded Shares, at a purchase price of $0.1350 per share or $8.10 per ADS. At the request of the independent committee, the representatives of Houlihan Lokey delivered Houlihan Lokey’s oral opinion to the independent committee, which was confirmed in writing by delivery of its written opinion dated the same date, as to the fairness, from a financial point of view, of the $0.1350 per Share merg...

txn_type = CONSOLIDATION...scussions and negotiations with such party (and, if such proposal is a superior proposal, recommend such proposal to the Company’s shareholders). The independent committee did not consider any other form of transaction such as a tender offer, odd-lot offer or reverse stock split because the independent committee believed that the proposed transaction was the most direct and least confusing to unaffiliated shareholders in terms of deal structure. Effects on the Company if the Merger is not Completed If the merger agreement is not adopted by the Company’s shareholders or if the merger is not completed for any othe...