- Forms special committee of independent
directors to conduct process -
- Will evaluate proposal from bidder group
-
- Deutsche Bank to solicit additional
potential offers on behalf of the Company -
BEIJING, Oct. 2, 2023
/PRNewswire/ -- Hollysys Automation Technologies Ltd. (NASDAQ:
HOLI) ("Hollysys" or the "Company"), today announced the formation
of a special committee (the "Special Committee") of the board of
directors of the Company (the "Board") to conduct a formal sale
process. The Special Committee consists of the three independent
directors, Dr. Kok Peng Teh, Dr.
Jianyun Chai, and Ms. Khiaw Ngoh Tan. This decision follows a review
of various strategic options to maximize shareholder value.
As part of its work, the Special Committee will immediately
engage in discussions as to next steps with Recco Control
Technology and Dazheng Group (Hong
Kong) Investment Holdings Company (collectively, the "Recco
Consortium") in response to the previously announced unsolicited,
non-binding offer to acquire the Company at $25.00 per share in cash.
In parallel, the Special Committee will, with the assistance of
the Company's financial advisor, Deutsche Bank, begin an expedited
process to solicit additional serious and compelling offers, with
the aim of providing bidders with the opportunity to participate on
a level playing field.
The Special Committee will work to advance this process in an
orderly and expeditious manner and will provide shareholders with
timely material updates.
Separately, the Board has engaged with certain shareholders in
response to the notices of intention to request a special meeting.
If the Board determines the required shareholding threshold to
convene a special meeting has been met as of the demand record date
of September 6, 2023, and such
requests are accompanied by other materials required by the
memorandum and articles of association of the Company, the Board
will duly move forward to send notice of a special meeting to
shareholders.
The Company is committed to taking actions in the best interests
of shareholders and will continue to work with its financial and
legal advisors to identify the best path forward for value
creation. The Board, in its assessment of the strategic options in
furtherance of shareholder interests, cautions the shareholders and
others considering trading the Company's securities that no
decisions have been made with respect to any strategic option that
the Company may pursue. There can be no assurance that any
definitive offer will be received or that any definitive agreement
will be executed relating to any transaction.
About Hollysys Automation Technologies Ltd.
Hollysys is a leading automation control system solutions
provider in China, with overseas
operations in eight other countries and regions throughout
Asia. Leveraging its proprietary
technology and deep industry know-how, Hollysys empowers its
customers with enhanced operational safety, reliability,
efficiency, and intelligence which are critical to their
businesses. Hollysys derives its revenues mainly from providing
integrated solutions for industrial automation and rail
transportation. In industrial automation, Hollysys delivers the
full spectrum of automation hardware, software, and services
spanning field devices, control systems, enterprise manufacturing
management and cloud-based applications. In rail transportation,
Hollysys provides advanced signaling control and SCADA (Supervisory
Control and Data Acquisition) systems for high-speed rail and urban
rail (including subways). Founded in 1993, with technical expertise
and innovation, Hollysys has grown from a research team
specializing in automation control in the power industry into a
group providing integrated automation control system solutions for
customers in diverse industry verticals. As of June 30, 2023, Hollysys had cumulatively carried
out more than 45,000 projects for approximately 23,000 customers in
various sectors including power, petrochemical, high-speed rail,
and urban rail, in which Hollysys has established leading market
positions.
Safe Harbor Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical fact included
herein are "forward-looking statements," including statements
regarding the ability of the Company to achieve its commercial
objectives; the business strategy, plans and objectives of the
Company; growth in financial and operational performance of the
Company; and any other statements of non-historical information.
These forward-looking statements are often identified by the use of
forward-looking terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates," "target," "confident," or similar expressions involve
known and unknown risks and uncertainties. Such forward-looking
statements, based upon the current beliefs and expectations of
Hollysys' management, are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking
statements. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, they
do involve assumptions, risks and uncertainties, and these
expectations may prove to be incorrect. Investors should not place
undue reliance on these forward-looking statements, which speak
only as of the date of this press release. The Company's actual
results could differ materially from those anticipated in these
forward-looking statements as a result of a variety of factors,
including those discussed in the Company's reports that are filed
with the Securities and Exchange Commission and available on its
website (http://www.sec.gov). All forward-looking statements
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by these factors. Other than
as required under the securities laws, the Company does not assume
a duty to update these forward-looking statements.
Contact Information
Company Contact:
Hollysys Automation Technologies Ltd.
www.hollysys.com
+8610-5898-1386
investors@hollysys.com
Media Contacts (Hong Kong and New
York):
Daniel Del
Re (Hong Kong)
Brunswick Group
ddelre@brunswickgroup.com
+852 9255 5136
Libby
Lloyd (New York)
Brunswick Group
llloyd@brunswickgroup.com
+347 283 3871
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SOURCE Hollysys Automation Technologies Ltd
