For Immediate Release - TRB Systems International and Afine Chemicals Limited Enter Into Definitive Merger Agreement
New Jersey, April 8, 2013 (PR Newswire) -- TRB Systems International through its subsidiary, Alenax (Tianjing) Bicycle Corp., engages in the production and sale of bicycles, and fitness and motorized two wheel transportation products primarily in China. It manufactures a line of bicycles, including exercise bicycles, electric bicycles, and wheelchairs under Alenax brand name. The company offers various models of bicycles comprising Mountain Bikes (MTB); leisure bikes, BMX (children); ATB (all-terrain); and cross trading bikes. TRB Systems is traded on the OTC Securities Exchange under TRBX. TRB Systems announced today that they have entered into a definitive merger agreement pursuant to which Afine Chemicals Limited will merge with and into TRB Systems International. Completion of this transaction will provide Afine Chemicals Limited additional exposure to the markets for continued growth and development. Afine Chemicals Limited will become a wholly-owned subsidiary of TRB Systems International.
Under the terms of the agreement which has been approved by both companies Board of Directors, TRB Systems International will issue 20,000,000 shares of its common stock in exchange for all of the assets of Afine Chemicals Limited. Mr. Phil Wei, current CEO of Afine Chemicals Limited, will assume the responsibilities of CEO for TRB Systems International under the merger agreement.
Afine's President and Chief Executive Officer said, "We are very excited about combining Afine Chemicals Limited with TRB Systems International and believe that it presents a unique opportunity for shareholders of both companies. Contacts and existing facilities within the TRB Systems International infrastructure will provide immediate global expansion opportunities for Afine Chemicals Limited.
The closing of the merger is still subject to customary closing conditions, including approval of the transaction by Afine Chemicals Limited shareholders. Subject to satisfaction or waiver of these conditions, Afine Chemicals Limited anticipates that the merger will close during the second quarter of 2013.
About TRB Systems International
TRB Systems International, Inc., through its subsidiary, Alenax (Tianjing) Bicycle Corp., engages in the production and sale of bicycles, and fitness and motorized two wheel transportation products primarily in China. It manufactures a line of bicycles, including exercise bicycles, electric bicycles, and wheelchairs under Alenax brand name. The company offers various models of bicycles comprising Mountain Bikes (MTB); leisure bikes, BMX (children); ATB (all-terrain); and cross trading bikes. TRB Systems International intends to offers its products to stepper users, health and fitness facilities, and senior citizens, as well as rehabilitation and therapeutic markets through regional distributors in Japan, India, Nigeria, Benin, Canada, Ivory Coast, Tanzania, Brazil, Vietnam, Korea, Taiwan, and the United States. The company was founded in 1997 and is based in Piscataway, New Jersey.
About Afine Chemicals Limited
AFINE CHEMICALS LIMITED is specialized in the fine chemicals and pharmaceuticals which have enjoyed great popularity in world markets. Since 2005, we have been rapidly growing to a leading manufacturer and trader of APIs in China. Today, we have set up two independent business divisions: Fine chemicals division and Pharmaceutical division.
Fine chemical department: manufacturing and trading a variety of high-quality of optical brightener and textile auxiliary as well as Dye stuff, Pigments and other fine chemicals. Now we are one of the leading exporters of Optical Brightener in China.
Pharmaceutical division: manufacturing, contract R&D, marketing and distribution of pharmaceutical active ingredients, intermediates and feed additives.
In March 2009, Hangzhou government awarded “Top 100 innovation-oriented export enterprises of Hangzhou in 2008” among more than 13,000 export enterprise of Hangzhou.
Innovation and good service are the secrets of our success and rapid growth. Continuous innovation improves the quality of our products, and helps us launch new market-oriented products into the market. Warm and efficient service guarantees the timely, professional and sincere service to our clients.
“Innovation & Service, Always Fine”, is our permanent promise to our clients.
For more information on Afine Chemicals Limited please visit http://www.afinechem.com/.
Forward Looking Statements
Statements that TRB Systems International may publish, including those in this announcement that are not strictly historical are "forward looking" statements made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements made in this press release, which include those that relate to the anticipated results and synergies to be achieved through the merger and the approximate anticipated closing date of the merger, involve certain known and unknown risks and uncertainties which could cause actual results or facts to differ materially from such forward-looking statements. The following factors, among others, including those contained in TRB Systems International filings with the SEC, including its Annual Report on Form 10-K for its most recent fiscal year, especially in the Management's Discussion and Analysis section, its most recent Quarterly Report on Form 10-Q and its Current Reports on Form 8-K, could also cause actual results to differ materially from those described in the forward-looking statements: risks associated with uncertainty as to whether the transaction will be completed, including whether TRB Systems International shareholders will approve the merger; the occurrence of any event, change or other circumstances that could give rise to termination of the merger agreement; costs, fees, expenses or charges related to the merger; any legal proceedings that might be instituted with respect to TRB Systems International or the transaction; the inability of the companies to obtain, or meet specific conditions imposed for applicable regulatory approvals relating to the transaction; risks that the proposed transaction might disrupt current plans and operations; potential difficulties in employee retention as a result of the proposed transaction; and the failure of either party to satisfy the closing conditions contained in the merger agreement. All forward-looking statements included in this Press Release are based on information available to TRB Systems International on the date of this Press Release. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historical results. As such, you should not consider any list of such factors to be an exhaustive statement of all risks, uncertainties or potential inaccurate assumptions. TRB Systems International undertakes no obligation to update "forward-looking" statements.
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