BEIJING, April 9, 2013 /PRNewswire/ -- SYSWIN Inc.
("SYSWIN" or the "Company") (NYSE: SYSW), a leading primary real
estate service provider in China,
announced today the completion of the merger (the "Merger")
contemplated by the previously announced Agreement and Plan of
Merger dated December 24, 2012 (the
"Merger Agreement") among Brilliant Strategy Limited ("Parent"), a
business company with limited liability incorporated under the laws
of the British Virgin Islands,
Brilliant Acquisition Limited ("Merger Sub"), an exempted company
with limited liability incorporated under the laws of the
Cayman Islands and a wholly-owned
subsidiary of Parent, and the Company. As a result of the Merger,
SYSWIN became a wholly-owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on April 3, 2013, each ordinary share
of the Company ("Share") issued and outstanding immediately prior
to the effective time of the Merger, other than (a) the Shares and
the Company's American depositary shares ("ADSs") beneficially
owned by the Buyer Group (as defined in the Company's proxy
statement dated March 4, 2013) and
(b) the Shares owned by shareholders who have validly exercised and
have not effectively withdrawn or lost their appraisal rights under
the Cayman Islands Companies Law (the "Dissenting Shares"), has
been cancelled in exchange for the right to receive $0.5125 and each ADS, each representing four
Shares, represents the right to receive $2.05 (less $0.05
per ADS cancellation fees), in each case, in cash, without interest
and net of any applicable withholding taxes.
Registered holders of Shares and ADSs represented by share or
ADS certificates, other than the Dissenting Shares, will receive a
letter of transmittal and instructions on how to surrender their
certificates in exchange for the Merger consideration and should
wait to receive the letter of transmittal before surrendering their
certificates. Payment will be made to surrendering registered ADS
holders and holders of ADSs in un-certificated form as soon as
practicable after JPMorgan Chase Bank, N.A., the Company's ADS
depositary, receives the Merger consideration. For any questions
relating to the surrender and payment procedures, holders of Shares
may contact Escrow Services, JPMorgan Chase Bank, N.A., the Share
paying agent, at 1-212-552-2340 and holders of ADSs may contact
J.P. Morgan Depositary Receipts at 1-800-990-1135 or
1-651-453-2128.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange (the "NYSE") be
suspended. The Company requested the NYSE to file Form 25 with the
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of the ADSs on the NYSE and the deregistration of the
Company's registered securities. The Company intends to terminate
its reporting obligations under the Securities Exchange Act of
1934, as amended, by promptly filing Form 15 with the SEC. The
Company's obligations to file or furnish with the SEC certain
reports and forms, including Form 20-F and Form 6-K, will be
suspended immediately as of the filing date of the Form 15 and will
cease once the deregistration becomes effective.
About SYSWIN
The Company began focusing on providing primary real estate
services since 2004 and believes it is a leading primary real
estate service provider in China.
The Company currently has operations in 28 cities throughout China.
The Company primarily provides real estate sales agency services to
property developers relating to new residential properties.
Capitalizing on the experience and capabilities gained in
Beijing, the Company focuses on
providing tailored services to its key clients in a number of
markets and has been successful in generating repeat business and
increasing business volume. Of China's top 30 developers (including
those that do not use sales agency services), 15 are or have
previously been clients of the Company. Clients of the Company
include some of the most well-recognized national developers in
China, including China Vanke, Poly Real Estate, CR Land, Agile
Group and Guangzhou R&F Properties.
Safe Harbor: Forward-Looking Statements
This document may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Forward-looking statements can generally be identified
by the use of forward-looking terminology such as "will," "should,"
"may," "believes," "expects" or similar expressions. Such
information is based upon expectations of the Company's management
that were reasonable when made but may prove to be incorrect. All
of such assumptions are inherently subject to uncertainties and
contingencies beyond the Company's control and based upon premises
with respect to future business decisions, which are subject to
change. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
SOURCE SYSWIN Inc.