BEIJING, May 30, 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 the completion of the merger contemplated by the
previously announced agreement and plan of merger dated
January 29, 2014 (the "Merger
Agreement"), among the Company, Ninetowns Holdings Limited
("Parent") and Ninetowns Merger Sub Limited ("Merger Sub"). As a
result of the merger, the Company became a wholly owned subsidiary
of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on May 29, 2014, each outstanding
ordinary share of the Company ("Share") has been cancelled in
exchange for the right to receive US$1.80 per Share and each American depositary
share ("ADS"), each representing one Share, has been cancelled in
exchange for the right to receive US$1.80 per ADS (less a US$0.05 per ADS cancellation fee pursuant to the
terms of the ADS deposit agreement), in each case, in cash, without
interest and net of any applicable withholding taxes, except for
the Shares (including Shares represented by ADSs):
(a) beneficially owned by Parent, Merger Sub, Mr. Shuang Wang, Ms. Min
Dong, Value Chain International Limited, Mr. Xiaoguang
Ren, Mr. Kin Fai Ng, Oriental Plan Developments Limited,
Mr. Bolin Wu, Mr. Zhonghai Xu and Mr. Tommy Siu Lun
Fork, (b) represented by ADSs held by JPMorgan Chase Bank,
N.A. (the "Depositary") for the Company which were reserved for
issuance upon exercise of options and vesting of restricted shares
under the Company option plans as well as Shares represented by
ADSs previously repurchased by the Company and (c) owned by
shareholders who have validly exercised and have not effectively
withdrawn or lost their appraisal rights under Section 238 of
the Cayman Islands Companies Law.
Registered shareholders entitled to the merger consideration
will receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration and should wait to receive the letter of transmittal
before surrendering their share certificates. Payment of the merger
consideration will be made to surrendering ADS holders and holders
of ADSs in uncertificated form as soon as practicable after the
Depositary receives the merger consideration.
The Company also announced today that it requested that trading
of its ADSs on the NASDAQ Global Market (the "NASDAQ") be suspended
beginning on May 30, 2014. The
Company requested that the NASDAQ file a Form 25 with the
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of the Company's ADSs on the NASDAQ and the
deregistration of the Company's registered securities. The Company
intends to terminate its reporting obligations under the Securities
Exchange Act of 1934, as amended, by filing a Form 15 with the SEC
in ten days. The Company's obligation to furnish to or 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 cease once the deregistration becomes
effective.
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, customer acceptance
and market share gains; competition from companies that have
greater financial resources; introduction of new products into the
marketplace by competitors; successful product development;
dependence on significant customers; the ability to recruit and
retain quality employees as the Company grows; economic and
political conditions globally; and other risks and uncertainties
discussed in documents filed with the SEC 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 ir.ninetowns.com.
Contacts:
Investor Relations (Beijing)
Jack Jiang
Financial Controller
Ninetowns Internet Technology Group Company Limited
+86 (10) 6589-9822
jiangshipeng@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 Company Limited