BEIJING, Jan. 29, 2014 /PRNewswire/ -- Ninetowns Internet
Technology Group Company Limited (NASDAQ: NINE) ("Ninetowns" or the
"Company"), one of China's leading
providers of online solutions for international trade, today
announced that it has entered into an agreement and plan of merger,
dated January 29, 2014 (the "Merger
Agreement"), with Ninetowns Holdings Limited ("Parent"), an
exempted company with limited liability incorporated under the laws
of the Cayman Islands, and
Ninetowns Merger Sub Limited ("Merger Sub"), an exempted company
with limited liability incorporated under the laws of the
Cayman Islands wholly-owned by
Parent, pursuant to which Parent will acquire the Company (the
"Transaction") for US$1.80 per
ordinary share. This represents a premium of 66.7% over the
closing price of US$1.08 on
October 11, 2012, the last trading
day prior to the Company's announcement on October 12, 2012 that it had received a "going
private" proposal.
Parent is jointly owned by Mr. Shuang Wang, a director and
the chief executive officer of the Company, Ms. Min Dong, the
wife of Mr. Shuang Wang and senior vice president of legal
affairs, administration and human resources of the Company, Value
Chain International Limited, a company incorporated under the laws
of the British Virgin Islands and
wholly owned by Mr. Shuang and Ms. Min
Dong, Mr. Xiaoguang Ren,
president of the Company, Mr. Kin Fai
Ng, a director and senior vice president and company
secretary of the Company, Oriental Plan Developments Limited, a
company incorporated under the laws of the British Virgin Islands and wholly owned by Mr.
Kin Fai Ng, Mr. Bolin Wu, chief technology officer of the
Company, Mr. Zhonghai Xu, general
manager for research and development of the Company, and Mr. Tommy
Siu Lun Fork, chief financial officer of the Company (collectively,
the "Consortium"). The Consortium collectively beneficially
owns approximately 31.4% of the outstanding shares of the Company
(excluding reserved shares and repurchased shares).
Pursuant to the Merger Agreement, upon the terms and subject to
the conditions thereof, at the effective time of the merger, Merger
Sub will be merged with and into the Company, the Company will
become a wholly-owned subsidiary of Parent and each of the
Company's ordinary shares issued and outstanding immediately prior
to the effective time of the merger (including ordinary shares
represented by ADSs, each of which represents one ordinary share)
will be converted into the right to receive US$1.80 in cash without interest, except for the
ordinary shares (including ordinary shares represented by ADSs):
(a) beneficially owned by any member of the Consortium, (b)
represented by ADSs held by JPMorgan Chase Bank, N.A. (the
"Depositary") for the Company which are reserved for issuance upon
exercise of options and vesting of restricted shares under the
company option plans, (c) held by the Depositary for the Company
which were repurchased by the Company under the Company's share
repurchase plan and (d) owned by shareholders who have validly
exercised and have not effectively withdrawn or lost their
dissenters' rights pursuant to Section 238 of the Cayman Islands
Companies Law Cap. 22 (law 3 of 1961, as consolidated and
revised).
The special committee formed by the Board of Directors (the
"Special Committee"), which is composed solely of directors
unrelated to the Parent, Merger Sub, the Consortium or any of the
management members of the Company, negotiated the terms of the
Merger Agreement with the assistance of its legal advisors.
The Transaction, which is currently expected to close before the
end of the second quarter of 2014, is subject to the approval of
the Merger Agreement and the Transaction by (i) an affirmative vote
of shareholders representing not less than two-thirds of the
ordinary shares present and voting in person or by proxy as a
single class at the extraordinary general meeting of the Company's
shareholders which will be convened to consider the approval of the
Merger Agreement and the Transaction (the "Shareholders' Meeting")
and (ii) an affirmative vote of shareholders representing a
majority of the ordinary shares present and voting in person or by
proxy at the Shareholders' Meeting other than the ordinary shares
and ADSs beneficially owned (as determined pursuant to Rule 13d-3
under the Securities Exchange Act of 1933) by any member of the
Consortium, as well as certain other customary closing
conditions. Members of the Consortium have agreed to vote in
favor of such approval. If completed, the Transaction will
result in the Company becoming a privately-held company and its
ADSs will no longer be listed on the NASDAQ Global Market.
Latham & Watkins LLP is serving as U.S. legal advisor to the
Special Committee and Maples and Calder is serving as Cayman Islands legal advisor to the Special
Committee.
Paul Hastings LLP is serving as U.S. legal advisor to Ninetowns
and Conyers Dill & Pearman is
serving as Cayman Islands legal
advisor to Ninetowns.
Ropes & Gray LLP is serving as U.S. legal advisor to the
Consortium.
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
Transaction, which will include the Merger Agreement related to the
Transaction. All parties desiring details regarding the Transaction
are urged to review these documents, which are available at the
SEC's website (http://www.sec.gov).
In connection with the Transaction, the Company will prepare and
mail a proxy statement to its shareholders. In addition,
certain participants in the Transaction 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 TRANSACTION
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 Transaction 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:
Ninetowns Internet Technology Group Company Limited
22nd Floor, Building No. 1, Capital A Partners
No. 20 Gong Ti East Road
Chaoyang District, Beijing
100020
People's Republic of China
Tel: +86-10-6589-9922
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 Transaction. 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
Transaction 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 Transaction proceed.
SAFE HARBOR: FORWARD-LOOKING STATEMENTS
Certain statements in this press release include forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
can be identified by the use of forward-looking terminology, such
as "may," "will," "expect," "intend," "estimate," "anticipate,"
"believe," "project" or "continue" or the negative thereof or other
similar words. All forward-looking statements involve risks and
uncertainties, including, but not limited to, how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; the possibility
that various closing conditions for the transaction may not be
satisfied or waived; and other risks and uncertainties discussed in
documents filed with the SEC by the Company, as well as the
Schedule 13E-3 transaction statement and the proxy statement to be
filed by the Company. Actual results may differ materially
from those discussed in, or implied by, the forward-looking
statements. The forward-looking statements speak only as of the
date of this release and the Company assumes no duty to update them
to reflect new, changing or unanticipated events or
circumstances.
ABOUT NINETOWNS INTERNET TECHNOLOGY GROUP COMPANY
LIMITED
Ninetowns (NASDAQ: NINE) is a leading provider of online
solutions for international trade, with its key services in
automating import/export e-filing. Ninetowns has been listed on the
NASDAQ Stock Exchange since December
2004 under the symbol "NINE". More information can be found
at http://ir.ninetowns.com.
Contacts:
Investor Relations (Beijing)
Daisy Wang
IR Manager
Ninetowns Internet Technology Group Company Limited
+86 (10) 6589-9904
daisywang@ninetowns.com
Investor Relations (U.S.)
Roland Tomforde
Managing Director
Taylor Rafferty
+1 (212) 889 4350
ninetowns@taylor-rafferty.com
SOURCE Ninetowns Internet Technology Group