Ossen Innovation announced the termination of the Share Exchange Agreement, dated July 19, 2017, among the Company, America-Asia Diabetes Research Foundation and the shareholders of the Foundation, as amended, with respect to the acquisition of the Foundation by Ossen. The Foundation and its shareholders failed to satisfy the closing conditions set forth in the Exchange Agreement. As a result, the Company terminated the Exchange Agreement. In connection therewith, the Share Purchase Agreement, dated July 19, 2017, between the Company and an affiliate of Dr. Liang Tang, the Chairman of Ossen, pursuant to which the Company agreed to sell its existing business to an affiliate of Dr. Tang, is deemed terminated.
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.