Hong Kong – 08 December 2015 – The Company of “Global-Tech Advanced Innovations Inc.” informed that a “Merger Agreement” has taken place between the Global-Tech and Timely Star Limited, as per which the former has “plan of merger”. The latter, the Timely Star Limited, is a company that has limited liabilities “under the laws of the British Virgin Islands”, while the Timely Merit Limited, even though has “limited liability” “under the laws of the British Virgin Islands”, it is a directly “owned” a whole “subsidiary of Parent”.
According to the terms of the “Merger Agreement”, both the companies’ “ordinary shares” that were “issued” and are in the immediate outstanding figures “prior to the effective time of the merger” will be called for cancellation while as an exchange bid “US$8.85 in cash per Share” will be received without any interest added to them, while exceptions will be made in the following conditions wherein the said term will be invalid:
According to the terms of the “Merger Agreement”, both the companies’ “ordinary shares” that were “issued” and are in the immediate outstanding figures “prior to the effective time of the merger” will be called for cancellation while as an exchange bid “US$8.85 in cash per Share” will be received without any interest added to them, while exceptions will be made in the following conditions wherein the said term will be invalid:
- the Shares (the “Rollover Shares”) beneficially owned by Mr. John C.K. Sham (the president and chief executive officer the Company, “Mr. Sham”), Wing Shing Holdings Company Limited, Hui Shun Chi, Jenny Tsai and Estee Sham (collectively, the “Rollover Shareholders”),
- the Shares beneficially owned by the Company or any of its Subsidiaries (together with the Rollover Shares, the “Excluded Shares”),
- the Shares owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 179 of the BVI Business Companies Act, 2004, as amended.
The consideration made as US$8.85 per Share is a representation of an approximate premium of “195.0% over the closing price” as on the 31st July 2015, along with “162.9%” premium “over the 30-trading day volume-weighted average closing price” as on the same date. The 31st of July 2015 has been the “last trading day” ere the company made an announcement of “going private” on the following day that is the 1st of August 2015, through “Mr. Sham and certain of his controlled or affiliated entities”. Together, the shares “owned by the Rollover Shareholders” make up almost “66.8% of the Company’s total issued and outstanding share capital”.
Mr. Sham and Rollover Shareholders together will finance the transaction, the former through cash while the latter through equity. Moreover, Mr. Sham is to play the guarantor’s role on behalf of the company.
The Board of Directors of the company formed a special committee to look into the proposition of privatisation. The special body gave a “unanimous recommendation” as a green signal for the same, whereby the board held a voting session for collecting the opinion of the shareholders whether they approved and authorised the same “Merger Agreement and the merger”.
Pursuant to the merger proposal, the special committee constructed for contemplating on the Merger Agreement, was constituted of “independent directors unrelated to Parent, Merger Sub or any of the Rollover Shareholders” while the agreement terms were negotiated under financial and legal advice alone.
References:
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