- Company receives additional offers during "go-shop"
period
- None of the offers received constitutes or would reasonably
be expected to result in a Superior Proposal
BEIJING, Dec. 27,
2023 /PRNewswire/ -- Hollysys Automation
Technologies Ltd. (NASDAQ: HOLI) ("Hollysys" or the "Company")
today announced the end of the "go-shop" period as provided for in
the merger agreement with funds managed by Ascendent Capital
Partners ("Ascendent"). The "go-shop" period followed an extensive,
competitive process by the Company that led to the signing of the
merger agreement with Ascendent.
During the "go-shop" period, at the direction of the Special
Committee of the Board of Directors (the "Special Committee"), the
Company, through financial advisors, solicited and encouraged
acquisition proposals, entered into non-disclosure agreements with
multiple parties to allow access to non-public information and
received two additional acquisition proposals. While the
acquisition proposals state a higher per share price, the Special
Committee has yet to receive critical information on vital elements
of these proposals including the financial substance of the buyer
entities and their ability to fund the acquisition. Taking into
account the information received and relevant factors, the Special
Committee, after consultation with financial advisors and outside
legal counsel, has determined that none of these acquisition
proposals currently constitutes or would reasonably be expected to
constitute a Superior Proposal.
As the go-shop period has ended, the "no-shop" provisions in the
merger agreement are now in effect. These provisions limit Hollysys
and its advisors from initiating or engaging in discussions or
negotiations regarding any alternative acquisition proposal unless
it constitutes a Superior Proposal or would reasonably be expected
to result in a Superior Proposal. In the event the Company changes
its recommendation in respect of the Ascendent merger agreement and
accepts a Superior Proposal in accordance with the merger
agreement, a termination fee of US$33
million will become payable.
A spokesperson for Hollysys said: "The Special Committee of the
Board has run a fair and public process since the announcement of
formal sale intentions on October 2,
2023, and remains committed to maximizing value for
shareholders in accordance with the requirements of the signed
merger agreement. We remind shareholders that a Superior Proposal
is more than just a higher headline price, but is also required to
demonstrate, among other things, committed financing and a viable
path to transaction closing."
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):
Brunswick Group
hollysys@brunswickgroup.com
Daniel Del Re (New York)
ddelre@brunswickgroup.com
+852 9255 5136
Emily Wong (Hong Kong)
ewong@brunswickgroup.com
+852 6627 8297
View original
content:https://www.prnewswire.com/news-releases/hollysys-announces-end-of-go-shop-period-under-merger-agreement-with-ascendent-capital-partners-302022750.html
SOURCE Hollysys Automation Technologies Ltd
