Agreement Signed for Sale of Nam Tai's Entire Interest in J.I.C. Technology Company Limited
03 3월 2008 - 11:00PM
PR Newswire (US)
Nam Tai to Sell JIC Shares for Cash of Approximately $51.1 million
MACAO, China, March 3 /PRNewswire-FirstCall/ -- As previously
announced, Nam Tai Electronics, Inc. ("Nam Tai", NYSE: NTE) has
been engaged in negotiations regarding the potential sale of Nam
Tai's entire interest in its Hong Kong-listed subsidiary, J.I.C.
Technology Company Limited ("JIC"). Nam Tai owns 572,594,978 shares
of JIC, representing approximately 74.99% of the outstanding share
capital of JIC. These negotiations were concluded on February 26,
2008, when Nam Tai and HKC (Holdings) Limited ("HKC") entered into
a Share Purchase Agreement, under which HKC agreed to purchase, and
Nam Tai agreed to sell, Nam Tai's entire interest in JIC for cash
in the aggregate amount of approximately $51.1 million (all dollar
information in this press release are US dollars, which have been
converted from Hong Kong dollars based on the currency exchange
rate of 1 US dollar to 7.782 Hong Kong dollars). The primary
businesses of HKC, whose securities are listed on the Hong Kong
Stock Exchange (stock code: 00190), consist of property investment,
development and management; infrastructure and alternative energy;
and construction and engineering. These operations are principally
conducted in Hong Kong and in Mainland China. Under the Exclusivity
Agreement entered into between Nam Tai and a wholly- owned
subsidiary of HKC on 6 February 2008, such wholly-owned subsidiary
of HKC has paid Nam Tai earnest money in the amount of $128,500.
Under the Share Purchase Agreement, HKC has agreed to pay
additional earnest money to Nam Tai of approximately $12.8 million
if the transaction has not closed by March 11, 2008 (or such other
date as the parties may agree in writing). The parties have agreed
that all earnest money payments will be applied to the purchase
price payable by HKC to Nam Tai at the closing of the transaction,
at which time the balance of the purchase price will be payable to
Nam Tai in cash. The closing of the sale is subject to the
satisfaction or waiver of various conditions precedent, including
the continued trading of JIC's shares on the Hong Kong Stock
Exchange prior to closing (save for temporary suspension pending
the announcements in connection with the Share Purchase Agreement
and the transactions contemplated thereunder); the absence of any
objection to such listing by the Hong Kong Stock Exchange or the
Hong Kong Securities and Future Commission; and other customary
closing conditions. Under the Share Purchase Agreement, if approval
of HKC's shareholders is required for the transaction, such
approval must be obtained no later than May 26, 2008, unless
extended by the parties. HKC may terminate its obligations to
purchase the JIC shares from Nam Tai under the Share Purchase
Agreement if the conditions necessary for the transaction to close
have not occurred, or been waived by HKC, by May 26, 2008.
Following the closing, and conditioned thereon, HKC will be
required under the Hong Kong Code on Takeovers and Mergers to
conduct the Hong Kong- equivalent of a US tender offer for the
shares of JIC that HKC does not already own and offer to JIC's
minority shareholders a price per share not less than an equivalent
price per share that HKC is paying to Nam Tai for its 74.99%
interest in JIC. Further information concerning the transaction
will be available on the websites of JIC and HKC, which may be
accessed at http://www.jic-group.com/ and
http://www.hkcholdings.com/, respectively. Except as contracting
parties, neither Nam Tai nor any of its affiliates (including JIC)
had any relationship with HKC through the date the Share Purchase
Agreement was executed. "If the transaction is successfully
consummated, Nam Tai expects to record an extraordinary gain of
approximately $20 million from the sale of its JIC shares,"
commented John Farina, Nam Tai's President and Chief Financial
Officer. "We also expect that a successful sale of our interest in
JIC will reduce our overall administration and infrastructure
expenses and permit Nam Tai's management to focus on expanding and
improving efficiencies in Nam Tai's core manufacturing business,"
Mr. Farina added. ABOUT NAM TAI ELECTRONICS, INC. We are an
electronics manufacturing and design services provider to a select
group of the world's leading OEMs of telecommunications and
consumer electronic products. Through our electronics manufacturing
services operations, we manufacture electronic components and
subassemblies, including LCD panels, LCD modules, RF modules, DAB
modules, FPC subassemblies and image sensors modules and PCBAs for
headsets containing Bluetooth wireless technology. These components
are used in numerous electronic products, including mobile phones,
laptop computers, digital cameras, electronic toys, handheld video
game devices, and entertainment devices. We also manufacture
finished products, including mobile phone accessories, home
entertainment products and educational products. We assist our OEM
customers in the design and development of their products and
furnish full turnkey manufacturing services that utilize advanced
manufacturing processes and production technologies. Nam Tai
currently has two Hong Kong listed subsidiaries, Nam Tai Electronic
& Electrical Products Limited ("NTEEP") and JIC. Interested
investors may go to the website of The Stock Exchange of Hong Kong
at http://www.hkex.com.hk/ to obtain information specific to NTEEP
and JIC. The stock codes of NTEEP and JIC in The Stock Exchange of
Hong Kong are 2633 and 987, respectively. Investors are reminded to
exercise caution when assessing such information and not to deal
with the shares of Nam Tai based solely upon reliance on such
information. DATASOURCE: Nam Tai Electronics, Inc. CONTACT:
Investors: John Farina, +853-2835-6333, or fax, +853-2835-6262, Web
site: http://www.namtai.com/ http://www.jic-group.com/
http://www.hkcholdings.com/
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