O-NET TECHNOLOGIES (GROUP) LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
O-NET TECHNOLOGIES (GROUP) LIMITED 昂 納 科 技（ 集 團 ） 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 877) |
The Board is pleased to announce that on 21 April 2017, O-Net Communications entered into the Formal Agreement with the Vendor, pursuant to which O-Net Communications has conditionally agreed to purchase and the Vendor has conditionally agreed to sell the Sold Shares at the Consideration of approximately US$19.2 million.
This announcement is made by O-Net Technologies (Group) Limited (the "Company") on a voluntary basis.
Reference is made to the announcement of the Company dated 24 October 2016 relating to the possible acquisition of 3SP Technologies (the "Announcement"). Unless otherwise defined, capitalized terms used in this announcement shall bear the same meanings as those defined in the Announcement.
The Board is pleased to announce that O-Net Communications has completed and satisfied the results of the due diligence investigation on the Target Company, and has entered into the Formal Agreement with the Vendor on 21 April 2017, pursuant to which O-Net Communications has conditionally agreed to purchase and the Vendor has conditionally agreed to sell the Sold Shares at the Consideration of approximately US$19.2 million.
Principal terms of the Formal Agreement are set out below:
THE FORMAL AGREEMENTDate: 21 April 2017
Parties: | (1) | O-Net Communications |
(2) | the Vendor |
et Communications conditionally agreed to purchase and the Vendor has conditionally agreed to sell the Sold Shares at the Consideration of approximately US$19.2 million.
The Consideration shall be paid in the following manner:
US$15 million has been paid by O-Net Communications to the Vendor as earnest money upon signing of the MOU; and
Balance of approximately US$4.2 million shall be paid in cash by O-Net Communications to the Vendor within 8 business days after the date of the Formal Agreement.
Upon signing of the Formal Agreement, O-Net Communications shall purchase from the Vendor the Vendor's Loan on a dollar for dollar basis.
Upon Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company and its results will be consolidated into the financial results of the Group.
INFORMATION OF THE TARGET COMPANYThe Target Company is a wholly-owned subsidiary of the Vendor and is a company incorporated in France which engaged in research, development, manufacturing and supplying of innovative chips and laser products for telecommunications and data communications as well as innovative high end markets such as light detection and ranging product (the "LiDAR") for advanced driving assistance system (the "ADAS") market.
REASONS FOR AND BENEFITS OF THE POSSIBLE ACQUISITIONThe Group is principally engaged in the design, manufacturing and sale of optical networking products for the highspeed telecommunications and data communications systems, machine vision systems and sensors for smart manufacturing market as well as optical components for LiDAR and manufacturing of LiDAR in the ADAS application.
The Directors considered that the Acquisition provides an excellent opportunity for the Group to extend its research, development and manufacturing capability, and to diversity its products range from optical products and solutions to chips, laser products and solutions.
The Directors considered that the Formal Agreement is of normal commercial terms, fair and reasonable, and the Acquisition is in the interests of the Company and its shareholders as a whole.
DEFINITIONSIn this announcement, the following expressions have the meanings set out below unless the context requires otherwise:
"Acquisition" | the acquisition of the Sold Shares pursuant to the terms and conditions of the Formal Agreement |
"Completion" | completion of the sale and purchase of the Sold Shares pursuant to the terms and conditions of the Formal Agreement |
"Consideration" | the consideration for the Acquisition of approximately US$19.2 million |
"Formal Agreement" | the formal sale and purchase agreement dated 21 April 2017 entered into between O-Net Communications and the Vendor relating to the Acquisition |
"Sold Shares" | 1,000 shares of the Target Company, being the entire issued shares of the Target Company |
"Vendor's Loan" | the total amount of indebtedness now due and owing by the Vendor to a bank in the amount of 3,600,000 Euro with unpaid outstanding interest and all bank balances of the Vendor as at the date of the Formal Agreement in the amount of approximately US$87,123 |
By Order of the Board
O-Net Technologies (Group) Limited Na QinglinChairman and Chief Executive Officer
Hong Kong, 21 April 2017
As at the date of this announcement, the executive Director is Mr. Na Qinglin, the non-executive Directors are Mr. Tam Man Chi, Mr. Chen Zhujiang and Mr. Huang Bin, and the independent non-executive Directors are Mr. Deng Xinping, Mr. Ong Chor Wei and Mr. Zhao Wei.
O-Net Communications (Group) Ltd. published this content on 24 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 23 April 2017 23:23:16 UTC.
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