Company Contact:
Xin Lian, Senior Manager China GrenTech Corp. Ltd. Tel: +86 755 2650 3007
E-mail:
investor@powercn.com
Investor Relations Contact:
CCG Investor Relations
Tel: + (1) 646-626-4172 (New York) E-mail:
david.rudnick@ccgir.com
SHENZHEN, CHINA - January 12, 2012 - China GrenTech
Corporation Limited (NASDAQ: GRRF, "GrenTech," or the
"Company"), a leading China -based provider of radio
frequency and wireless coverage products and services, today
announced that it has entered into an agreement and plan of
merger (the "Merger Agreement") with Talenthome Management
Limited ("Parent"), a British Virgin Islands exempted
company, and Xing Sheng Corporation Limited ("Merger
Sub"), a Cayman Islands exempted company wholly-owned by
Parent. Parent is jointly owned
indirectly by Mr. Yingjie Gao, the Company's Chairman and
Chief Executive Officer, Ms. Rong Yu, the Company's Director
and Chief Financial Officer, and Ms. Yin Huang (together, the
"Buyer Group"). The Buyer Group collectively beneficially
owns appro ximately 41.9% of the Company's issued and
outstanding ordinary shares and intends to finance the merger
and the other transactions contemplated by the Merger
Agreement through proceeds from a loan facility in the amount
of HK$320,000,000 from Guotai Junan Finance (Hong Kong)
Limited.
Pursuant to the Merger Agreement, (i) upon the terms and
subject to the conditions set forth therein, at the effective
time of the merger, Merger Sub will be merged with and into
the Company and the Company will become a wholly-owned
subsidiary of Parent, and (ii) each ordinary share of the
Company (including ordinary shares represented by American
Depositary Shares ("ADSs"), each of which represents 25
ordinary shares) issued and outstanding immediately prior to
the effective time of the merger will be cancelled in
exchange for the right to receive US$0.126 (or US$3.15 per
ADS) in cash without interest, except for the ordinary shares
(including ordinary shares represented by ADSs) (x)
beneficially owned by the Buyer
Group, which will be cancelled without receiving any
consideration, and (y) owned by holders of
such ordinary shares who have validly exercised and not
effectively withdrawn or lost their appraisal rights pursuant
to Section 238 of the Cayman Islands Companies Law, as
amended. This represents a 23.0% premium over the closing
price as quoted by Bloomberg L.P. on November 11, 2011 and a
40.6% over the 60-trading day volume weighted average price
as quoted by Bloomberg L.P. on November 11, 2011, the last
trading day prior to the Company's announcement on November
14, 2011 that it had received a "going private" proposal.
The Company's Board of Directors, acting upon the unanimous
recommendation of the Independent Committee formed by the
Board of Directors, approved the Merger Agreement and the
merger contemplated in the Merger Agreement and resolved to
recommend that the Company's shareholders vote to approve and
adopt the Merger Agreement and the merger. The Independent
Committee, which is composed solely of directors unrelated to
Parent, Merger Sub
28925027_5
or any of the management members of the Company, negotiated
the terms of the Merger
Agreement with the assistance of its financial and legal
advisors.
The merger contemplated in the Merger Agreement, which is
currently expected to close before the end of the second
quarter of 2012, is subject to the approval by an affirmative
vote of shareholders representing two-thirds or more of the
ordinary shares present and voting in person or by proxy at a
meeting of the Company's shareholders which will be convened
to consider the approval and adoption of the Merger Agreement
and the merger, as well as certain other customary closing
conditions. The Buyer Group has agreed to vote to approve the
Merger Agreement and the merger. If completed, the merger
will result in the Company becoming a privately-held company
and its ADSs would no longer be listed on the NASDAQ Global
Select Market.
William Blair & Company, L.L.C. is serving as financial
advisor to the Independent Committee. Cleary Gottlieb Steen &
Hamilton LLP is serving as United States legal advisor to the
Independent Committee and Conyers Dill & Pearman is serving
as Cayman Islands legal advisor to the Independent Committee.
Ropes & Gray LLP is serving as United States legal advisor to
the Company. Skadden, Arps, Slate, Meagher & Flom LLP is
serving as United States legal advisor to the Buyer Group.
McDermott Will & Emery LLP is serving as United States legal
advisor to William Blair & Company, L.L.C.
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the
proposed merger, which will include the Merger Agreement and
related documents. All parties desiring details regarding the
proposed merger are urged to review these documents, which
are available at the SEC's website (http:// www.sec.gov).
In connection with the proposed merger, the Company will
prepare and mail a proxy statement to its shareholders. In
addition, certain participants in the proposed merger will
prepare and mail to the Company's shareholders a Schedule
13E-3 transaction statement. These documents will be filed
with or furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE
URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS
AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN
THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND
RELATED MATTERS. In addition to receiving the proxy statement
and Schedule 13E-3 transaction statement by mail,
shareholders also will be able to obtain these documents, as
well as other filings containing information about the
Company, the proposed merger and related matters, without
charge, from the SEC's website (http://www.sec.gov) or at the
SEC's public reference room at 100 F Street, NE, Room 1580,
Washington, D.C. 20549. In addition, these documents can be
obtained, without charge, by contacting the Company at the
following address and/or phone number:
China GrenTech Corporation Limited
15th Floor, Block A, Guoren Building
Keji Central 3rd Road
28925027_5
-2-
Hi-Tech Park, Nanshan District
Shanghai 518057, People's Republic of China
Telephone: (86 755) 2650-3007
The Company and certain of its directors, executive officers
and other members of management and employees may, under SEC
rules, be deemed to be "participants" in the solicitation of
proxies from our shareholders with respect to the proposed
merger. Information regarding the persons who may be
considered "participants" in the solicitation of proxies will
be set forth in the proxy statement and Schedule 13E-3
transaction statement relating to the proposed merger when it
is filed with the SEC. Additional information regarding the
interests of such potential participants will be included in
the proxy statement and Schedule 13E-3 transaction statement
and the other relevant documents filed with the SEC when they
become available.
This announcement is neither a solicitation of proxy, an
offer to purchase nor a solicitation of an offer to sell any
securities and it is not a substitute for any proxy statement
or other filings that may be made with the SEC should the
proposed merger proceed.
GrenTech is a leading developer of radio frequency ("RF")
technology in China and a leading provider of wireless
coverage products and services in China. The Company uses RF
technology to design and manufacture wireless coverage
products, which enables telecommunications operators to
expand the reach of their wireless communication networks to
indoor and outdoor areas such as buildings, highways,
subways, tunnels and remote regions. China GrenTech's
wireless coverage services include design, installation and
project warranty services. The Company also tailors the
design and configuration of its wireless coverage products to
the
specific requirements of its customers.
Based on its in-house RF technology platform, the Company
also develops and produces base station RF parts and
components sold to base station manufacturers. GrenTech is a
qualified supplier of RF parts and components to major global
and domestic base station manufacturers. For more
information, please visit www.GrenTech.com.cn.
Certain statements contained in this announcement may be
viewed as "forward -looking statements" within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended,
and Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, and as defined in the U.S. Private Securities
Litigation Reform Act of 1995. Such forward -looking
statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual performance,
financial condition or results of operations of GrenTech to
be materially different from any future performance,
financial condition or results of operatio ns implied by
such
forward-looking statements. The accuracy of these statements
may be impacted by a number of business risks and
uncertainties that could cause actual results to differ
materially from those projected or anticipated, and other
risks outlined in GrenTech's filings with the U.S. Securities
and Exchange Commission, including its registration statement
on Form F -1 and annual reports
28925027_5
-3-
on Form 20-F. GrenTech undertakes no ongoing obligation,
other than that imposed by law, to update these statements.
28925027_5
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