-- Board recommends shareholders to vote "FOR" merger agreement
for acquisition by Ascendent at $26.50/share
BEIJING, Jan. 5, 2024
/PRNewswire/ -- Hollysys Automation Technologies Ltd. (NASDAQ:
HOLI) ("Hollysys" or the "Company") today announced that it will
hold an extraordinary general meeting (the "EGM") of shareholders
on Thursday, February 8, 2024 at
10:00 a.m. Hong Kong time, to consider and vote on, among
other things, the proposal to authorize and approve the previously
announced merger agreement (the "Merger Agreement") pursuant to
which a buyer controlled by Ascendent Capital Partners
("Ascendent"), an international private investment firm
headquartered in Hong Kong, will
acquire all outstanding shares of Hollysys that it does not
currently own for US$26.50 per share
in cash.
In a letter sent to shareholders with the proxy statement for
the EGM, the board of directors of the Company (the "Board")
emphasized that, upon the unanimous recommendation of a special
committee of the Board composed entirely of independent directors
(the "Special Committee"), the Board has unanimously determined
that the Merger Agreement, and the transactions contemplated
thereby are in the best interests of the Company and its
shareholders, and recommends that shareholders vote FOR all
proposals to authorize and approve the Merger Agreement and the
transactions contemplated thereby.
Merger Agreement Results from Extensive Process to Maximize
Shareholder Value
The Merger Agreement is the result of a formal sale process and
a review of strategic options to maximize shareholder value
conducted by the Special Committee that was formed on September 29, 2023.
Over the course of several months, the Special Committee
conducted an extensive and competitive process and received several
competing proposals to acquire the Company. It considered various
factors in its review of the proposals, including the amount of per
share consideration, composition and credibility of financing
package, deal certainty, progress in the negotiation of definitive
transaction documents, and the financial and legal terms proposed
by bidders.
On December 11, 2023, the Company
announced an agreement to be acquired by Ascendent for US$26.50 per share. This price represented a
premium of 42% to the unaffected price of US$18.66 as of August 23,
2023, and a premium of 52% over the volume-weighted average
price of the Hollysys shares during the 30 trading days through
August 23, 2023.
During a "go-shop" period provided for in the Merger Agreement,
the Company solicited and encouraged other acquisition
proposals. The Special Committee determined that none of the
proposals received constituted or would reasonably be expected to
result in a superior proposal to the merger under the Merger
Agreement.
Details regarding the sale process run by the Special Committee
can be found in the proxy statement.
Proxy Materials and Shareholder Letters to be
Mailed
The EGM will be held on Thursday,
February 8, 2024 at 10:00 a.m.
Hong Kong time at the offices of
Davis Polk & Wardwell located at
10th Floor, The Hong Kong Club Building, 3A Chater Road,
Hong Kong. Registered holders of
ordinary shares of the Company at the close of business in the
British Virgin Islands on
December 28, 2023 or their proxy
holders are entitled to vote at this EGM or any adjournment
thereof.
The Merger Agreement and other proposals pursuant to the Merger
Agreement must be authorized and approved by the affirmative vote
of a majority of the votes cast at the EGM.
In addition, the Company has received a revocation in respect of
the requests previously submitted by certain shareholders to
convene a special meeting, and accordingly, the shareholding
threshold required for the requisition shareholders to request the
convention of a special meeting in accordance with the Company's
Memorandum and Articles of Association is no longer satisfied. As
such, the Company will not convene such special meeting.
Additional information regarding the EGM and the Merger
Agreement can be found in the proxy statement furnished to the U.S.
Securities and Exchange Commission (the "SEC"), which can be
obtained, along with other filings containing information about the
Company, the proposed merger and related matters, without charge,
from the SEC's website (http://www.sec.gov). In addition, the
Company's proxy materials, including the proxy statement, will be
mailed to the shareholders of the Company. Requests for additional
copies of the proxy statement should be directed to Morrow Sodali
LLC, the proxy solicitor, at (800) 662-5200 (toll-free in US) or +1
(203) 658-9400 or email at HOLI@info.morrowsodali.com.
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED
MATTERS.
The Company and certain of its directors and executive officers
may, under SEC rules, be deemed to be "participants" in the
solicitation of proxies from the shareholders with respect to the
proposed merger. Information regarding the persons who may be
considered "participants" in the solicitation of proxies is set
forth in the proxy statement. Further information regarding persons
who may be deemed participants, including any direct or indirect
interests they may have, is also set forth in the proxy
statement.
This announcement is for information purposes only and does not
constitute an offer to purchase, or the solicitation of an offer to
sell, any securities or a solicitation of any proxy, vote or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
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
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SOURCE Hollysys Automation Technologies Ltd
