Buyer Consortium Led by Recco Control Technology and Dazheng Group Issues Statement on Hollysys’ Formal Sale Process
06 October 2023 - 12:04AM
Business Wire
Reiterates All-Cash Offer of US$25 Per
Share
Welcomes Formation of Special Committee to Lead
Sale Process
Looks Forward to Discussions and Due Diligence
Process
Buyer consortium (“the consortium”) led by Recco Control
Technology Pte. Ltd. (“Recco Control Technology”) and Dazheng Group
(Hong Kong) Investment Holdings Company Limited (“Dazheng Group”)
today issued a statement regarding Hollysys Automation Technologies
Ltd.’s (NASDAQ: HOLI) (“Hollysys”) announcement that it has
launched a formal sale process. Members of the consortium also
include TFI Asset Management Limited, and Great Wall Capital Co.,
Ltd, who have entered into a memorandum of strategic cooperation
with Recco Control Technology and Dazheng Group in connection with
the proposed acquisition of Hollysys.
The consortium welcomes Hollysys’ decision to explore strategic
options to maximize value for its shareholders. The formation of a
Special Committee is a step forward to realization of the true
value of Hollysys and the consortium looks forward to engaging with
the Special Committee in a full, transparent, and genuine due
diligence process. A swift and thorough process will enable the
consortium, with the insight of full due diligence, to solidify its
non-binding indicative all-cash offer of US$25 per share, or
approximately US$1.55 Billion.
“Today’s announcement that Hollysys is launching a full sale
process is a step in the right direction for the shareholders of
Hollysys,” commented Mr. Ke Lei, director of Recco Control
Technology Pte. Ltd “A transparent and full process is clearly in
the best interest of Hollysys shareholders and we look forward to
discussing our US$25 all-cash offer with the Special Committee. We
remain motivated to move into due diligence and subsequent
negotiations with the Special Committee and be in a position to
sign a definitive agreement shortly after access to full due
diligence.”
Separately, the consortium notes the reference to the notices of
intention to request a special meeting of the shareholders of
Hollysys. The Board has been aware that approximately 32.3% of the
shareholders of Hollysys have requested the Board to convene a
meeting of all Hollysys shareholders since August 24. While the
Special Committee leads the formal sale process, the consortium is
hopeful the Board will act in accordance with the wishes of
Hollysys shareholders and will convene the special meeting without
further delay. The consortium is surprised that the Board has not
voluntarily convened a special meeting already, given that nearly
one third of the shareholders want a special meeting to be
held.
Lei continued, “It appears the pressure applied by shareholders
to request a special meeting has brought the Board to take actions
which should have been taken a long time ago. As the sale process
proceeds, we encourage shareholders to continue to hold the Board
accountable and encourage the Board to convene the special meeting
in line with its shareholders’ wishes.”
Advisors
UBS Investment Bank is serving as sole financial advisor to the
consortium and Sullivan & Cromwell LLP and DLA Piper LLP are
serving as U.S. legal advisors to the consortium. Conyers Dill
& Pearman is advising the consortium on BVI law.
About Recco
Recco Control Technology Pte. Ltd is a Singapore-incorporated
investor in the automation industry and was founded by Mr. Ke Lei,
a veteran in the automation industry in China.
About Dazheng
Dazheng Group (Hong Kong) Investment Holdings Company Limited is
a Hong Kong-incorporated financial investor founded by
sophisticated entrepreneurs and investment banking
professionals.
About TFI
TFI Asset Management Limited is a Hong Kong-based asset
management firm which is an indirect subsidiary of Tianfeng
Securities Co., Ltd. (also known as TF Securities, SH: 601162).
About Great Wall Capital
Great Wall Capital Co., Ltd. is a Beijing-based private equity
investment firm under China Great Wall Asset Management Co., Ltd.,
one of the four Chinese state-owned asset management companies.
Cautionary Statement Regarding Forward-looking
Statements
This press release contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995, as
amended. Forward-looking statements are statements that are not
historical facts. These statements include projections and
estimates and their underlying assumptions, statements regarding
plans, objectives, intentions and expectations with respect to
future financial results, events, operations, services, product
development and potential, and statements regarding future
performance. Forward-looking statements are generally identified by
the words “believe,” “envision,” “will,” “expect,” “anticipate,”
“intend,” “estimate,” “plan” and similar expressions. Although the
management of Recco, Dazheng, TFI and Great Wall Capital believe
that the expectations reflected in such forward-looking statements
are reasonable, investors are cautioned that forward-looking
information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of any of Recco, Dazheng, TFI and Great Wall
Capital, that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the
forward-looking information and statements. Other than as required
by applicable law, none of Recco, Dazheng, TFI and Great Wall
Capital undertakes any obligation to update or revise any
forward-looking information or statements. The information and
opinions contained herein do not take into account the particular
investment objectives, financial situation, or needs of any
recipient and should not be construed as an offer to buy or sell or
the solicitation of an offer to buy or sell the securities
mentioned or an invitation to the public. Under no circumstances
shall the information contained herein or the opinions expressed
herein constitute a personal recommendation to anyone.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231005226018/en/
Mr. Ke LEI E-Mail: ke.lei@reccogroup.com
Investor Contact Okapi Partners LLC Chuck Garske / Bruce
Goldfarb +1 (212) 297-0720 info@okapipartners.com
Media Contact FTI Consulting
recco.dazheng.consortium@fticonsulting.com
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