NEW YORK and SHANGHAI, July 7,
2017 /PRNewswire/ -- Pacific Special Acquisition Corp.
("Pacific", NASDAQ: PAACU, PAAC, PAACR and PAACW), today announced
that Pacific has set a record date of July
14, 2017 for the special meeting of shareholders (the
"Special Meeting") to approve Pacific's proposed business
combination with Borqs International Holding Corp ("Borqs"). The
Pacific's shareholders at the close of business on the record date
are entitled to receive notice of the Special Meeting and to vote
the ordinary shares owned by them at the Special Meeting and at any
adjournment or postponement thereof.
As announced previously, Pacific intends to merge its
wholly-owned subsidiary, PAAC Merger Subsidiary Limited ("Merger
Sub"), an exempted company incorporated under the laws of the
Cayman Islands, with and into
Borqs International Holding Corp ("Borqs International"), which
conducts part of its business through its subsidiaries and its
variable interest entity Beijing Big Cloud Network Technology Co.,
Ltd. and its subsidiaries (the "Business Combination"). Pursuant to
the Business Combination, Merger Sub will merge with and into Borqs
International, which shall be the surviving company. Following the
Business Combination, Pacific will be renamed Borqs Technologies,
Inc.; while proposed ticker symbol for the ordinary shares and
warrants on the Nasdaq Capital Market will be ""BRQS" and "BRQSW,"
respectively.
At the Special Meeting, and at any adjournment or postponement
thereof, shareholders will be asked to approve and adopt the
previously-announced merger agreement, dated as of December 27, 2016, as amended on May 10, 2017 and June 29,
2017, by and between Pacific, Merger Sub, Borqs, and certain
purchaser and seller representatives, and such other proposals as
disclosed in the proxy statement relating to the Special Meeting.
If the Business Combination is approved by Pacific's shareholders,
Pacific anticipates closing the Business Combination shortly after
the Special Meeting subject to the satisfaction or waiver (as
applicable) of all other closing conditions.
About Pacific
Pacific is a blank check company, also commonly referred to as a
Special Purpose Acquisition Company, or SPAC, formed for the
purpose of acquiring, engaging in a share exchange, share
reconstruction and amalgamation, purchasing all or substantially
all of the assets of, entering into contractual arrangements, or
engaging in any other similar business combination with one or more
businesses or entities. Pacific's efforts to identify a target
business have not been limited to a particular industry or
geographic region, although it intends to focus efforts on seeking
a business combination with a company or companies that have their
primary operations located in Asia, with an emphasis on China. Pacific is sponsored by Zhengqi
International Holding Limited, a subsidiary of Pacific Securities
Co. Ltd., a publicly traded company in China (Ticker 601099.SS). LH Group
Holdings Inc., the largest shareholder of Pacific Securities Co.
Ltd., invests in financial services, clean energy as well as golf
course and resort businesses globally and currently has billions of
U.S. dollars in assets.
About Borqs
Borqs is recognized as a global leader in smart connected
devices and IoT solutions. Deloitte named Borqs as one of the
fastest growing technology companies in China & Asia
Pacific in 2011, 2012 and 2013. In 2013, 2014 and 2015,
Borqs was named Company of the Year for Innovation & Leadership
in Mobile Technology for Asia
Pacific from the International Alternative Investment
Review. Recently Borqs received the "50 Most Promising IoT Solution
Providers 2016" recognition from CIO Review magazine.
Borqs has a proven track record in design, development and
commercial shipments of various Android devices and is a Google GMS
licensed partner. Qualcomm Technologies, Inc. has chosen to work
with Borqs for its Android based platforms. Borqs is one of the
companies that Qualcomm Technologies is working with in the
wearables segment and is pursuing multiple smartwatches and
connected kid watches based on Qualcomm® Snapdragon™ Wear*.
Additionally, Borqs launched the FDD/TDD combined carrier
aggregation high speed 4G Android phone for Reliance Jio in
India.
Borqs' broad customer base and target markets include OEMs such
as Vizio and Fossil, operators like AT&T and Sprint in the U.S.
and Reliance Jio in India, and IoT
solution providers to restaurants and the utility, public safety
and hospitality categories.
Borqs believes that its modular platform architecture and its
ability to tailor Android for various vertical applications and
form factors, together with its flexible BorqsWare platform, are
keys to its success. Borqs has a pipeline of products ranging from
tablets, phones, smartwatches, smart appliances, POS terminals and
digital signage to in-vehicle infotainment (IVI), for various well
known international brands.
Additional Information
The proposed merger between Borqs and Pacific will be submitted
to the shareholders of Pacific for their approval. In connection
with that approval, Pacific filed with the Securities and Exchange
Commission (the "SEC") a preliminary proxy statement on
February 13, 2017, as amended on each
of May 19, 2017 and July 3, 2017, containing information about the
proposed merger and the respective businesses of Borqs and Pacific.
After the SEC completes its review of the preliminary proxy
statement, Pacific intends to file with the SEC a definitive proxy
statement in connection with the proposed merger and other matters
and will mail a definitive proxy statement and other relevant
documents to its shareholders as of the record date to be
established for voting on the proposed merger.
Shareholders of Pacific and other interested persons are advised
to read the preliminary proxy statement filed with the SEC and,
once available, any amendments thereto and the definitive proxy
statement, in connection with Pacific's solicitation of proxies,
because these documents will contain important information. Such
persons can also read Pacific's annual report on Form 10-K for the
fiscal year ended June 30, 2016 for a
description of the security holdings of Pacific's officers and
directors and their respective interests as security holders in the
successful consummation of the proposed merger, and other
information. Pacific's definitive proxy statement will be delivered
to shareholders of Pacific as of a record date to be established
for voting on the proposed merger and other matters as set forth in
the definitive proxy statement. Shareholders will also be able to
obtain a free copy of the proxy statement, as well as other filings
containing information about Pacific, without charge, at the SEC's
website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the
proxy statement and other filings with the SEC can also be
obtained, without charge, by directing a request to Pacific at 855
Pudong South Road, the World Plaza, 27th Floor, Pudong,
Shanghai, China, 200120.
Participants in the Solicitation
Pacific and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies from Pacific's shareholders in respect of the proposed
merger. Information regarding Pacific's directors and executive
officers is available in its annual report on Form 10-K for the
fiscal year ended June 30, 2016 and
in Pacific's preliminary proxy statement filed with the SEC on
February 13, 2017, as amended on each
of May 19, 2017 and July 3, 2017. Additional information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests will be contained in the
definitive proxy statement relating to the transaction with Borqs
when it becomes available and which can be obtained free of charge
from the sources indicated above.
Disclaimer
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Pacific or Borqs, nor shall there be any sale of
any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction.
Forward-Looking Statements
This press release includes "forward-looking statements" that
involve risks and uncertainties that could cause actual results to
differ materially from what is expected. Words such as "expects",
"believes", "anticipates", "intends", "estimates", "seeks", "may",
"might", "plan", "possible", "should" and variations and similar
words and expressions are intended to identify such forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. Such forward-looking statements
relate to future events or future results, based on currently
available information and reflect both Borqs' and Pacific's
managements' current beliefs. A number of factors could cause
actual events or results to differ materially from the events and
results discussed in the forward-looking statements. Such factors
include, among other things: the possibility that the merger will
not close or that the closing may be delayed because conditions to
the closing may not be satisfied, including shareholder and other
approvals; the performances of Pacific and Borqs; the ability of
the combined company to meet the NASDAQ Capital Market's listing
standards; the reaction of Borqs customers to the merger;
unexpected costs, liabilities or delays in the transaction; the
outcome of any legal proceedings related to the transaction; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; and general
economic conditions. In addition, please refer to the Risk Factors
section of Pacific's Proxy Statement and its Forms 10-K and 10-Q
for additional information identifying important factors that could
cause actual results to differ materially from those anticipated in
the forward-looking statements. Except as expressly required by
applicable securities law, Pacific disclaims any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or
otherwise.
* Qualcomm and Snapdragon are trademarks of Qualcomm
Incorporated, registered in the United
States and other countries. Snapdragon Wear is a trademark
of Qualcomm Incorporated.
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SOURCE Pacific Special Acquisition Corp.