BEIJING, Nov. 5, 2015 /PRNewswire/ -- Vimicro
International Corporation (NASDAQ: VIMC) ("Vimicro" or the
"Company"), a leading video surveillance technology and solution
provider in China, today announced
that it has called an extraordinary general meeting of shareholders
(the "EGM"), to be held on December 15,
2015 at 10 a.m. (Hong Kong time), at 26th Floor, Gloucester
Tower, The Landmark, 15 Queen's Road, Central, Hong Kong, to consider and vote on, among
other matters, the proposal to authorize and approve the previously
announced agreement and plan of merger dated as of September 15, 2015 (as may be amended from time
to time in accordance with its terms, the ''Merger Agreement''),
among the Company, Vimicro China (Parent) Limited ("Parent") and
Vimicro China Acquisition Limited ("Merger Sub"), the plan of
merger required to be filed with the Registrar of Companies of the
Cayman Islands, substantially in
the form attached as Exhibit A to the Merger Agreement (the ''Plan
of Merger''), and the transactions contemplated thereby, including
the Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will be merged with and into the Company (the "Merger") with
the Company continuing as the surviving corporation. If completed,
the proposed Merger would result in the Company becoming a
privately-held company and the American depositary shares ("ADSs")
of the Company (each representing four ordinary shares of the
Company ("Shares")) will no longer be listed on the Nasdaq Stock
Market and the American depositary shares program for the ADSs will
terminate. The Company's board of directors, acting upon the
unanimous recommendation of a special committee of the Company's
board of directors composed entirely of independent directors,
authorized and approved the Merger Agreement, the Plan of Merger
and the transactions contemplated thereby (including the Merger)
and resolved to recommend that the Company's shareholders and ADS
holders vote FOR, among other things, the proposal to authorize and
approve the Merger Agreement, the Plan of Merger and the
transactions contemplated thereby (including the Merger).
Shareholders of record at the close of business in the
Cayman Islands on December 3, 2015 will be entitled to attend and
vote at the EGM. The record date for ADS holders entitled to
instruct J.P. Morgan Chase Bank, N.A., the ADS depositary, to vote
the Shares represented by the ADSs is the close of business in
New York City on November 10, 2015. Additional information
regarding the EGM and the Merger Agreement can be found in the
transaction statement on Schedule 13E-3, as amended, and the
definitive proxy statement attached thereto, to be filed with the
U.S. Securities and Exchange Commission (the "SEC"), which can be
obtained, along with other filings containing information about the
Company, the proposed Merger and related matters, without charge,
from the SEC's website (www.sec.gov). In addition, these documents
can be obtained, without charge, by contacting the Company as
follows:
Vimicro International Corporation
Investor Relations
Phone: +8610-5884-8898
E-mail: ir@vimicro.com
SHAREHOLDERS AND ADS HOLDERS 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 PROPOSED
MERGER AND RELATED MATTERS.
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 proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed Merger. Additional information regarding persons who may
be deemed participants, including any direct or indirect interests
they may have, is also set forth in the definitive proxy
statement.
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 have been or will be made with the SEC.
About Vimicro International Corporation
Vimicro International Corporation (NASDAQ: VIMC) is a leading
video surveillance technology and solution provider that designs,
develops and markets a full range of video surveillance products
and solutions to governments, private enterprises, and consumers in
China. Vimicro co-developed SVAC
(Surveillance Video and Audio Coding), the national video
surveillance technological standard, which demonstrates its unique
strengths in proprietary multimedia IC technology, making it a
leader in China's fast-growing
security and surveillance market. Vimicro is headquartered in
Beijing, China and has
subsidiaries and offices throughout China and in Silicon Valley. Vimicro's ADSs
each represent four ordinary shares and are traded on the NASDAQ
Global Market exchange under the ticker symbol "VIMC".
Forward-Looking Statements
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "confident" and similar statements. Among
other things, the quotations from management in this announcement,
as well as Vimicro's expectations and forecasts, contain
forward-looking statements. Vimicro may also make written or oral
forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission on Forms 20-F and 6-K, etc., in
its annual report to shareholders, in press releases and other
written materials and in oral statements made by its officers,
directors or employees to third parties. Statements that are not
historical facts, including statements about Vimicro's beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the following: the Company's ability to increase its
sales of PC camera processors, as well as video surveillance
products; the expected growth of the video surveillance market; the
Company's ability to retain existing customers and acquire new
customers and respond to competitive market conditions; the
Company's ability to respond in a timely manner to the evolving
market and changing consumer preferences and industry standards and
to stay abreast of technological changes; the Company's ability to
secure sufficient foundry capacity in a timely manner; the
Company's ability to effectively protect its intellectual property
and the risk that it may infringe on the intellectual property of
others; and cyclicality of the semiconductor industry and
fluctuations in the markets in which the Company competes. Further
information regarding these and other risks is included in
Vimicro's annual report on Form 20-F filed with the Securities and
Exchange Commission. Vimicro does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law. All information provided in this press release is
as of the date hereof, and Vimicro undertakes no duty to update
such information, except as required under applicable law.
Contact:
Vimicro International Corporation
Investor Relations
Phone: +8610-5884-8898
E-mail: ir@vimicro.com
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SOURCE Vimicro International Corporation
