Ossen Innovation has entered into a Share Exchange Agreement with America-Asia Diabetes Research Foundation, a California corporation that owns 90.27% of the equity interests of San MediTech Co., a China-based medical device company engaged in the research, development and marketing of glucose control products, and the shareholders of the Foundation. Pursuant to the agreement, the company has agreed to acquire all of the issued and outstanding equity interests of the Foundation in exchange for up to 81,243,000 of the company's ordinary shares. San MediTech's proprietary Dynamic Glucose Monitoring System provides continuous, real-time monitoring of glucose level in diabetes patients. In addition, the company entered into an agreement to spin-off its existing pre-stressed steel manufacturing business, including all existing liabilities, immediately following the completion of the Acquisition. Pursuant to the Spin-Off Agreement, an entity affiliated with Liang Tang, Chairman of the company, will acquire all of the equity of the company's wholly-owned subsidiary, which indirectly owns all of the company's existing operating subsidiaries, in exchange for the forfeiture and cancellation of all 11,850,000 ordinary shares of the company currently held by Tang. It is anticipated that, following completion of the Acquisition and the Spin-Off, the company's existing shareholders excluding Tang will retain an ownership interest of approximately 8.9% of the company, current members of the company's management or affiliates of the company will own approximately 1.35% and the selling shareholders of AADRF will own approximately 91.10%, of the outstanding equity of the company. The transactions are subject to the satisfaction of customary closing conditions, including shareholder approvals and the company's continued listing on the Nasdaq Capital Market. The Transactions are expected to close promptly following the company's special shareholders' meeting to approve the transactions.
As previously announced on August 4, 2016, the Board of Directors of Ossen Innovation Co. formed a special committee of the Board to evaluate a non-binding term sheet pursuant to which the Company would (i) acquire all of the equity of American-Asia Diabetes Research Foundation and (ii) spin off the current assets of the Company to a buyer group led by Dr. Liang Tang, Chairman of the Company. The execution of such term sheet had been announced on July 8, 2016. The Company hereby announces that the Special Committee has retained Highline Research Advisors, acting through Corinthian Partners, as its financial advisor in connection with the review and evaluation of the Proposed Transactions.
Ossen Innovation announced that its CFO Feng Peng has resigned from the company, effective December 31, 2016, to pursue other opportunities. "Peng's resignation is not related to any issues regarding financial disclosures or accounting matters," the company said. Wei Hua, CEO of the company, will act as interim CFO during the transition and search period for a new CFO.