SHENZHEN, China, April 17, 2012 /PRNewswire-Asia/ -- China
GrenTech Corporation Limited (NASDAQ: GRRF, "GrenTech," or the
"Company"), a leading China-based
provider of radio frequency and wireless coverage products and
services, announced today the completion of the merger contemplated
by the previously announced amended and restated agreement and plan
of merger dated January 20, 2012,
among Talenthome Management Limited ("Parent"), a British Virgin Islands exempted company, Xing
Sheng Corporation Limited ("Merger Sub"), a Cayman Islands exempted company wholly-owned
by Parent, and the Company (the "Merger Agreement"). Parent
is jointly and indirectly owned 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, a founder of the Company. The merger is a
going private transaction with Mr. Yingjie
Gao, Ms. Rong Yu and Ms. Yin
Huang. As a result of the merger, the Company became a
wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting of
shareholders held on April 16, 2012,
each ordinary share of the Company ("Share") issued and outstanding
immediately prior to the effective time of the merger, other than
(i) the Shares and American depositary shares ("ADSs") beneficially
owned by the Buyer Group (as defined in the Company's proxy
statement dated March 15, 2012), (ii)
the Shares held by the ADS depositary which are not represented by
ADSs and (iii) the Shares beneficially owned by shareholders who
have validly exercised and have not effectively withdrawn or lost
their appraisal rights pursuant to Section 238 of the Cayman
Islands Companies Law Cap.22 (Law 3 of 1961, as consolidated and
revised) (the "Dissenting Shares"), has been cancelled in exchange
for the right to receive US$0.126 per
Share and each ADS, each representing 25 Shares, represents the
right to receive US$3.15 per ADS
(less US$0.05 per ADS cancellation
fees), in each case, in cash without interest and net of any
applicable withholding taxes.
Registered holders of Shares and ADSs represented by share or
ADS certificates, other than the Dissenting Shares, will receive a
letter of transmittal and instructions on how to surrender their
certificates in exchange for the merger consideration and should
wait to receive the letter of transmittal before surrendering their
certificates. Payment will be made to surrendering registered
ADS holders and holders of ADSs in un-certificated form as soon as
practicable after Citibank, N.A., the Company's depositary,
receives the merger consideration. For any questions relating
to the surrender and payment procedures, holders of Shares may
contact the Company at +86 755 2650 3007 and holders of ADSs may
contact Citibank, N.A. toll free at +1 877 248 4237.
The Company also announced today that it requested that trading
of its ADSs on the NASDAQ Global Select Market ("NASDAQ") be
suspended. The Company requested NASDAQ to file a Form 25
with the Securities and Exchange Commission (the "SEC") notifying
the SEC of the delisting of the ADSs on NASDAQ and the
deregistration of the Company's registered securities. The
Company intends to terminate its reporting obligations under the
Securities Exchange Act of 1934, as amended, by promptly filing a
Form 15 with the SEC. The Company's obligations to file or
furnish with the SEC certain reports and forms, including Form 20-F
and Form 6-K, will be suspended immediately as of the filing date
of the Form 15 and will cease once the deregistration becomes
effective.
About China GrenTech
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.
Company
Contact:
Xin
Lian, Senior Manager
China
GrenTech Corp. Ltd.
Tel: +86
755 2650 3007
E-mail:
investor@powercn.com
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SOURCE China GrenTech Corporation Limited