• Requests
trading of its shares be suspended as of close of trading
July 25, 2024
BEIJING, July 25,
2024 /PRNewswire/ -- Hollysys Automation Technologies
Ltd. (NASDAQ: HOLI) ("Hollysys" or the "Company") and Ascendent
Capital Partners ("Ascendent") today announced the completion of
the merger (the "Merger") between Hollysys and entities affiliated
with Ascendent, pursuant to the previously announced agreement and
plan of merger, dated as of December 11,
2023 (the "Merger Agreement") among the Company, Superior
Technologies Holding Limited ("Parent") and its wholly-owned
subsidiary Superior Technologies Mergersub Limited ("Merger
Sub").
Leon Meng, Founding Managing
Partner and Chairman of Ascendent said: "We are delighted to
complete the acquisition of Hollysys. We look forward to working
constructively with the key management and employees of the Company
to bring our vision to the business and create the best possible
outcome for the staff and customers of Hollysys in the
future."
Dr. Kok Peng Teh, Chairman of
the Special Committee of the Board of Directors of Hollysys,
commented: "We are pleased that the Merger has successfully
closed, delivering the best value for our shareholders despite the
challenging environment. We believe that the Merger represents the
best path forward for the Company, our management, employees and
all other stakeholders."
As a result of the Merger, the Company has become a wholly owned
subsidiary of Parent and will cease to be a publicly traded
company. The Company has requested that trading of its ordinary
shares (the "Shares") on the Nasdaq Global Select Market ("Nasdaq")
be suspended as of the close of trading on July 25, 2024 (New
York time).
Pursuant to the terms of the Merger Agreement, which was
approved by the Company's shareholders at an extraordinary general
meeting held on February 8, 2024,
each Share issued and outstanding immediately prior to the
effective time of the Merger (the "Effective Time"), has been
cancelled and ceased to exist in exchange for the right to receive
US$26.5 per Share in cash without
interest and net of any applicable withholding taxes, except for
(a) Shares owned by the Company as treasury share, or by any direct
or indirect subsidiary of the Company immediately prior to the
Effective Time, which have been cancelled and ceased to exist
without payment of any consideration, (b) Shares held by Parent or
any direct or indirect subsidiary of Parent immediately prior to or
at the Effective Time, which have been cancelled and ceased to
exist without payment of any consideration, and (c) Shares in
respect of which the holder thereof has duly and validly exercised
a right of dissent in accordance with Section 179 of the BVI
Business Companies Act (as amended) (the "BVI Act") and not
effectively waived, withdrawn, forfeited, failed to perfect or
otherwise lost its rights to dissent from the Merger (the
"Dissenting Shares"), which have been cancelled and ceased to exist
in exchange for the right to receive only the payment of fair value
of such Dissenting Shares determined in accordance with Section 179
of the BVI Act.
Each record holder of Shares as of immediately prior to the
Effective Time who is entitled to the merger consideration will
receive a letter of transmittal specifying how the delivery of the
merger consideration will be effected and instructions for
surrendering their Shares in exchange for the merger consideration.
Record holders of Shares should wait to receive the letters of
transmittal before surrendering their Shares. A holder of Shares
held in "street name" by a broker, bank or other nominee should
receive instructions from its broker, bank or other nominee as to
how to receive the applicable merger consideration and should
address any questions in relation thereto to its broker, bank or
other nominee.
The Company has requested that Nasdaq file a Form 25 with the
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of the Shares on Nasdaq and the deregistration of the
Company's registered securities. The deregistration will become
effective 90 days after the filing of the Form 25 or such shorter
period as may be determined by the SEC. The Company intends to
suspend its reporting obligations under the Securities Exchange Act
of 1934, as amended, by filing a Form 15 with the SEC in
approximately ten days following the filing of the Form 25. The
Company's obligations to file 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 terminate
once the deregistration becomes effective.
Advisors
Deutsche Bank AG, Davis Polk
& Wardwell, Mourant Ozannes (Hong
Kong) LLP, and Haiwen & Partners are serving as advisors
to Hollysys. Ascendent is advised by BNP Paribas Securities Corp,
Morrison & Foerster LLP, Appleby and Zhong Lun Law Firm.
About Hollysys Automation Technologies Ltd.
Hollysys is a leading automation control system solutions
provider in China, with overseas
operations in eight other countries and regions throughout
Asia. Leveraging its proprietary
technology and deep industry know-how, Hollysys empowers its
customers with enhanced operational safety, reliability,
efficiency, and intelligence which are critical to their
businesses. Hollysys derives its revenues mainly from providing
integrated solutions for industrial automation and rail
transportation. In industrial automation, Hollysys delivers the
full spectrum of automation hardware, software, and services
spanning field devices, control systems, enterprise manufacturing
management and cloud-based applications. In rail transportation,
Hollysys provides advanced signaling control and SCADA (Supervisory
Control and Data Acquisition) systems for high-speed rail and urban
rail (including subways). Founded in 1993, with technical expertise
and innovation, Hollysys has grown from a research team
specializing in automation control in the power industry into a
group providing integrated automation control system solutions for
customers in diverse industry verticals. As of June 30, 2023, Hollysys had cumulatively carried
out more than 45,000 projects for approximately 23,000 customers in
various sectors including power, petrochemical, high-speed rail,
and urban rail, in which Hollysys has established leading market
positions.
About Ascendent Capital Partners
Ascendent Capital Partners, headquartered in Hong Kong, is a private equity investment
management firm managing assets for global institutional investors,
including sovereign wealth funds, endowments, pensions and
foundations.
Ascendent has successfully led and executed a large number of
innovative and ground-breaking private equity investments,
generating strong risk-adjusted returns for investors and business
growth for our portfolio companies. Ascendent has established a
consistent track record in providing advice and solution capital to
entrepreneurs, business owners and management teams, building
long-lasting relationships through in-depth collaboration. For
additional information about Ascendent, please visit Ascendent's
website at www.ascendentcp.com.
Safe Harbor Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical fact included
herein are "forward-looking statements," including statements
regarding the ability of the Company to achieve its commercial
objectives; the business strategy, plans and objectives of the
Company; growth in financial and operational performance of the
Company; and any other statements of non-historical information.
These forward-looking statements are often identified by the use of
forward-looking terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates," "target," "confident," or similar expressions involve
known and unknown risks and uncertainties. Such forward-looking
statements, based upon the current beliefs and expectations of
Hollysys' management, are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking
statements. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, they
do involve assumptions, risks and uncertainties, and these
expectations may prove to be incorrect. Investors should not place
undue reliance on these forward-looking statements, which speak
only as of the date of this press release. The Company's actual
results could differ materially from those anticipated in these
forward-looking statements as a result of a variety of factors,
including those discussed in the Company's reports that are filed
with the Securities and Exchange Commission and available on its
website (http://www.sec.gov). All forward-looking statements
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by these factors. Other than
as required under the securities laws, the Company does not assume
a duty to update these forward-looking statements.
Contact Information
Company Contact:
Hollysys Automation Technologies Ltd.
www.hollysys.com
+8610-5898-1386
investors@hollysys.com
Media Contacts:
For Hollysys Automation Technologies
Ltd.
Brunswick Group
hollysys@brunswickgroup.com
Daniel Del Re (Hong Kong)
ddelre@brunswickgroup.com
+852 9255 5136
Libby Lloyd (New York)
llloyd@brunswickgroup.com
+1 347 283 3871
For Ascendent Capital Partners
FGS Global
Ben Richardson (Hong Kong)
ben.richardson@fgsglobal.com
+852 6011 6658
Harry Florry (Hong Kong)
harry.florry@fgsglobal.com
+852 9818 2239
John Christiansen (San Francisco)
john.christiansen@fgsglobal.com
+1 415 613 2448
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SOURCE Hollysys Automation Technologies Ltd
