SHENZHEN, China, Jan. 20, 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 amended and restated agreement and plan of
merger with Talenthome Management Limited ("Parent") and Xing Sheng
Corporation Limited ("Merger Sub") in order to amend certain
provisions of the agreement and plan of merger among the parties
entered into on January 12, 2012 (the
"Original Merger Agreement," and as amended and restated, the
"Merger Agreement"). Merger Sub is a wholly-owned subsidiary of
Parent which is jointly owned indirectly by Mr. Yingjie Gao, the Company's Chairman and Chief
Executive Officer ("Mr. Gao"), Ms. Rong Yu, the Company's Director
and Chief Financial Officer, and Ms. Yin
Huang (together, the "Buyer Group").
The amendments are being made to correct the inadvertent
omission by the Company of 28,000,000 outstanding ordinary shares
of the Company (the "Additional Shares") from the total number of
issued and outstanding shares initially stated in the Original
Merger Agreement. The amended number of total issued and
outstanding shares stated in the Merger Agreement is 587,397,825
ordinary shares. In addition to the expected proceeds from the
previously announced loan commitment in the amount of HK$320,000,000 from Guotai Junan Finance
(Hong Kong) Limited which the
Buyer Group intends to use to finance the merger and other
transactions contemplated by the Merger Agreement, Mr. Gao has
committed to unconditionally disburse US$3.45 million to Parent by way of a shareholder
loan at the effective time of the merger pursuant to a promissory
note executed and delivered on January 20,
2012 in favor of Parent to provide funds for the acquisition
of the Additional Shares in the event the merger is approved by the
Company's shareholders and the other closing conditions are
satisfied. Mr. Gao's disbursement obligation under the promissory
note is guaranteed by Guoren Industrial Developments Limited, a
shareholder of the Company which is wholly owned by Mr. Gao. Except
as provided above, the material terms and conditions of the
Original Merger Agreement, including the merger consideration of
US$0.126 per ordinary share and
US$3.15 per American depositary
shares, remain unchanged. The Company's Board of Directors, acting
upon the unanimous recommendation of the Independent Committee
formed by the Board of Directors, has approved the foregoing
amendment and restatement of the Original Merger Agreement. Taking
into account the Additional Shares, the Buyer Group collectively
beneficially owns approximately 40.1% of the Company's issued and
outstanding ordinary shares.
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:
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Xin Lian, Senior
Manager
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China GrenTech Corp.
Ltd.
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Tel: +86 755 2650
3007
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E-mail:
investor@powercn.com
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Investor Relations
Contact:
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David Rudnick, Account
Manager
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CCG Investor
Relations
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Tel: + (1) 646-626-4172 (New
York)
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E-mail:
david.rudnick@ccgir.com
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SOURCE China GrenTech Corporation Limited