SHENZHEN, China, Jan. 12, 2012 /PRNewswire-Asia-FirstCall/
-- China GrenTech Corporation Limited (NASDAQ: GRRF,
"GrenTech," or the "Company"), a leading China-based provider of radio frequency and
wireless coverage products and services, today announced that it
has entered into an agreement and plan of merger (the "Merger
Agreement") with Talenthome Management Limited ("Parent"), a
British Virgin Islands exempted
company, and Xing Sheng Corporation Limited ("Merger Sub"), a
Cayman Islands exempted company
wholly-owned by Parent. Parent is jointly owned indirectly by
Mr. Yingjie Gao, the Company's
Chairman and Chief Executive Officer, Ms. Rong Yu, the Company's
Director and Chief Financial Officer, and Ms. Yin Huang (together, the "Buyer Group").
The Buyer Group collectively beneficially owns approximately 41.9%
of the Company's issued and outstanding ordinary shares and intends
to finance the merger and the other transactions contemplated by
the Merger Agreement through proceeds from a loan facility in the
amount of HK$320,000,000 from Guotai
Junan Finance (Hong Kong)
Limited.
Pursuant to the Merger Agreement, (i) upon the terms and subject
to the conditions set forth therein, at the effective time of the
merger, Merger Sub will be merged with and into the Company and the
Company will become a wholly-owned subsidiary of Parent, and (ii)
each ordinary share of the Company (including ordinary shares
represented by American Depositary Shares ("ADSs"), each of which
represents 25 ordinary shares) issued and outstanding immediately
prior to the effective time of the merger will be cancelled in
exchange for the right to receive US$0.126 (or US$3.15 per ADS) in cash without interest, except
for the ordinary shares (including ordinary shares represented by
ADSs) (x) beneficially owned by the Buyer Group, which will be
cancelled without receiving any consideration, and (y) owned by
holders of such ordinary shares who have validly exercised and not
effectively withdrawn or lost their appraisal rights pursuant to
Section 238 of the Cayman Islands Companies Law, as amended.
This represents a 23.0% premium over the closing price as quoted by
Bloomberg L.P. on November 11, 2011 and a 40.6% over the
60-trading day volume weighted average price as quoted by Bloomberg
L.P. on November 11, 2011, the last trading day prior to the
Company's announcement on November 14, 2011 that it had
received a "going private" proposal.
The Company's Board of Directors, acting upon the unanimous
recommendation of the Independent Committee formed by the Board of
Directors, approved the Merger Agreement and the merger
contemplated in the Merger Agreement and resolved to recommend that
the Company's shareholders vote to approve and adopt the Merger
Agreement and the merger. The Independent Committee, which is
composed solely of directors unrelated to Parent, Merger Sub or any
of the management members of the Company, negotiated the terms of
the Merger Agreement with the assistance of its financial and legal
advisors.
The merger contemplated in the Merger Agreement, which is
currently expected to close before the end of the second quarter of
2012, is subject to the approval by an affirmative vote of
shareholders representing two-thirds or more of the ordinary shares
present and voting in person or by proxy at a meeting of the
Company's shareholders which will be convened to consider the
approval and adoption of the Merger Agreement and the merger, as
well as certain other customary closing conditions. The Buyer
Group has agreed to vote to approve the Merger Agreement and the
merger. If completed, the merger will result in the Company
becoming a privately-held company and its ADSs would no longer be
listed on the NASDAQ Global Select Market.
William Blair & Company,
L.L.C. is serving as financial advisor to the Independent
Committee. Cleary Gottlieb Steen
& Hamilton LLP is serving as United
States legal advisor to the Independent Committee and
Conyers Dill & Pearman is
serving as Cayman Islands legal
advisor to the Independent Committee. Ropes & Gray LLP is
serving as United States legal
advisor to the Company. Skadden, Arps, Slate,
Meagher & Flom LLP is serving as United States legal advisor to the Buyer
Group. McDermott Will &
Emery LLP is serving as United
States legal advisor to William
Blair & Company, L.L.C.
Additional Information about the Transaction
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the proposed
merger, which will include the Merger Agreement and related
documents. All parties desiring details regarding the
proposed merger are urged to review these documents, which are
available at the SEC's website (http://www.sec.gov).
In connection with the proposed merger, the Company will prepare
and mail a proxy statement to its shareholders. In addition,
certain participants in the proposed merger will prepare and mail
to the Company's shareholders a Schedule 13E-3 transaction
statement. These documents will be filed with or furnished to
the SEC. INVESTORS AND 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. In addition to receiving
the proxy statement and Schedule 13E-3 transaction statement
by mail, shareholders also will be able to obtain these documents,
as well as other filings containing information about the Company,
the proposed merger and related matters, without charge, from the
SEC's website (http://www.sec.gov) or at the SEC's public reference
room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition,
these documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
China GrenTech Corporation Limited
15th Floor, Block A, Guoren Building
Keji Central 3rd Road
Hi-Tech Park, Nanshan District
Shanghai 518057, People's Republic of China
Telephone: (86 755) 2650-3007
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the
proposed merger when it is filed with the SEC. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and Schedule 13E-3
transaction statement and the other relevant documents filed with
the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the proposed merger
proceed.
About China GrenTech
GrenTech is a leading developer of radio frequency ("RF")
technology in China and a leading
provider of wireless coverage products and services in China.
The Company uses RF technology to design and manufacture wireless
coverage products, which enables telecommunications operators to
expand the reach of their wireless communication networks to indoor
and outdoor areas such as buildings, highways, subways, tunnels and
remote regions. China GrenTech's wireless coverage services
include design, installation and project warranty services.
The Company also tailors the design and configuration of its
wireless coverage products to the specific requirements of its
customers.
Based on its in-house RF technology platform, the Company also
develops and produces base station RF parts and components sold to
base station manufacturers. GrenTech is a qualified supplier
of RF parts and components to major global and domestic base
station manufacturers. For more information, please visit
www.GrenTech.com.cn.
Safe Harbor Statement
Certain statements contained in this announcement may be
viewed as "forward-looking statements" within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended,
and Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, and as defined in the U.S. Private Securities
Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors, which may cause the actual performance, financial
condition or results of operations of GrenTech to be materially
different from any future performance, financial condition or
results of operations implied by such forward-looking
statements. The accuracy of these statements may be impacted
by a number of business risks and uncertainties that could cause
actual results to differ materially from those projected or
anticipated, and other risks outlined in GrenTech's filings with
the U.S. Securities and Exchange Commission, including its
registration statement on Form F-1 and annual reports on Form
20-F. GrenTech undertakes no ongoing obligation, other than
that imposed by law, to update these statements.
Company
Contact:
Xin
Lian, Senior Manager
China
GrenTech Corp. Ltd.
Tel: +86
755 2650 3007
E-mail:
investor@powercn.com
|
Investor
Relations Contact:
David
Rudnick, Account Manager
CCG
Investor Relations
Tel: + (1)
646-626-4172 (New York)
E-mail:
david.rudnick@ccgir.com
|
SOURCE China GrenTech Corporation Limited