BEIJING, May 21, 2012 /PRNewswire-Asia-FirstCall/ --
Yucheng Technologies Limited (Nasdaq: YTEC) ("Yucheng," the
"Company," "we," "us" and "our"), a leading provider of IT
Solutions to the financial services industry in China, today announced that its board of
directors has received a preliminary, non-binding proposal (the
"Proposal") from Mr. Weidong Hong,
chairman of the board and chief executive officer of Yucheng, to
acquire all of the outstanding ordinary shares of the Company not
currently owned, legally or beneficially, by Mr. Hong and companies
controlled by Mr. Hong in cash at a proposed price of $3.80 per ordinary share. Mr. Hong currently
beneficially owns approximately 16.1% of the Company's ordinary
shares. Please refer to the enclosed Exhibit A for a copy of the
proposal.
The Company's board of directors has formed an independent
committee (the "Independent Committee") of independent directors,
composed of Mr. Yingjun Li, Mr.
Zhengong Chang, and Mr. Tianqin Chen, and elected Mr. Yingjun Li as its chairman, to consider the
Proposal by Mr. Hong. The Independent Committee has the authority
to retain independent legal and financial advisors to assist it.
There can be no assurance that any definitive offer will be made,
that any agreement will be executed or that a transaction with Mr.
Hong or any other transaction will be approved or consummated.
About Yucheng Technologies Limited
Yucheng Technologies Limited (NASDAQ: YTEC - News) is a leading
IT service provider to the Chinese financial service providers.
Headquartered in Beijing, China,
Yucheng services clients from its nationwide network with
approximately 2,800 employees. Yucheng provides a comprehensive
suite of IT solutions to Chinese Banks including: (i) Channel
Solutions, such as e-banking and call centers; (ii) Business
Solutions, such as core banking systems and loan management; and
(iii) Management Solutions, such as risk analytics and business
intelligence. The independent research firm IDC named Yucheng the
No. 1 market share leader in China's Banking IT solution market in 2010.
For more information about Yucheng Technologies Limited, please
visit www.yuchengtech.com.
Cautionary Note Regarding Forward-Looking Statements
The information contained in this document is as of
May 21, 2012. Yucheng assumes no
obligation to update any forward-looking statements contained in
this document as a result of new information or future events or
developments.
This press release includes forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties.
Forward looking statements are statements that are not historical
facts. 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. Such forward-looking statements,
based upon the current beliefs and expectations of
Yucheng's management, are subject to risks and
uncertainties, which could cause actual results to differ from the
forward looking statements. The following factors, among others,
could cause actual results to differ from those set forth in the
forward-looking statements: current dependence on the PRC banking
industry demand for the products and services of Yucheng;
competition from other service providers in the PRC and
international consulting firms; the ability to update and expand
product and service offerings; retention and hiring of qualified
employees; protection of intellectual property; creating and
maintaining quality product offerings; and operating a business in
the PRC with its changing economic and regulatory environment. A
further list and description of these risks, uncertainties, and
other matters can be found in our Annual Report on Form 20-F for
the fiscal year ended December 31, 2011, and in our interim
current reports on Form 6-K filed with the United States Securities
and Exchange Commission and available at
www.sec.gov.
For more information about Yucheng, please visit
www.yuchengtech.com.
Exhibit A: Text of the Proposal
Dear members of the board of directors:
I, Weidong Hong, am pleased to
submit this preliminary non-binding proposal (the "Proposal") to
acquire all of the outstanding ordinary shares of Yucheng
Technologies Limited (the "Company") that are not currently owned
by me and any affiliates in a going-private transaction (the
"Acquisition").
I believe that my proposal of $3.80 in cash per ordinary share of the Company
will provide a very attractive alternative to the Company's public
stockholders. My proposal represents a premium of approximately
29.0% to the volume-weighted average closing price during the last
60 trading days and a premium of approximately 23.4% to the
Company's closing price on May 18,
2012.
The terms and conditions upon which I am prepared to pursue the
Acquisition are set forth below. I am confident that an Acquisition
can be closed on the basis as outlined in this letter.
1. Purchase Price.
The consideration payable for each ordinary share of the Company
(other than those held by me and my affiliates) will be
$3.80 in cash.
2. Financing.
I intend to finance the Acquisition with a combination of equity
and debt capital. Equity financing would be provided from my
existing share holdings in the Company. I have also held
preliminary discussions with China Everbright Investment Management
Ltd. ("Everbright"), and may make agreements with them relating to
possible investments in the Acquisition. I expect to secure
commitments for required equity and/or debt financing, subject to
the terms and conditions set forth therein, when the Definitive
Agreements (as defined below) are executed.
At this time I have not made any arrangement whatsoever with any
other stockholders of the Company, Everbright or any other
potential source of equity or debt financing for the Acquisition,
and I do not propose to make any commitment prior to reaching
transaction terms approved by the board of directors of the
Company.
3. Due Diligence.
Parties providing financing will require a timely opportunity to
conduct customary due diligence on the Company. I would like
to ask the board of directors of the Company to accommodate such
due diligence request and approve the provision of confidential
information relating to the Company and its business to possible
sources of equity and debt financing under a customary form of
confidentiality agreement.
4. Definitive Agreements.
I am prepared to negotiate and finalize definitive agreements
(the "Definitive Agreements") providing for the Acquisition and
related transactions very promptly. These documents will provide
for covenants and conditions typical and appropriate for
transactions of this type.
5. Confidentiality.
I intend to file promptly a Schedule 13D to disclose this
Proposal and my intention as discussed with the board of directors
of the Company. However, I am sure you will agree that
it is in all of our interests to proceed in a confidential manner,
other than as required by law, until Definitive Agreements have
been executed or we have terminated our discussions.
6. Process.
I believe that the Acquisition will provide superior value to
the Company's public stockholders. I recognize that the board of
directors of the Company will evaluate the Proposal independently
before it can make its determination to endorse the Acquisition.
Given my involvement in the proposed Acquisition, I also recognize
that independent members of the board of directors will proceed to
consider the proposed Acquisition. In considering my offer, you
should be aware that I am interested only in acquiring the ordinary
shares of the Company that I and my affiliates do not already own,
and that we do not intend to sell our stake in the Company to a
third party.
7. Advisors.
I have retained Lazard Asia (Hong
Kong) Limited as my financial advisor, and Skadden, Arps,
Slate, Meagher & Flom LLP as my legal counsel, in connection
with the Proposal and the Acquisition.
8. No Binding Commitment.
This Proposal does not constitute any binding commitment with
respect to the Acquisition or any other transaction. Any
commitment will result only from the execution of Definitive
Agreements, and then will be on the terms provided in such
documentation.
In closing, I would like to personally express my sincerity to
work with the board of directors of the Company to bring this
Acquisition to a successful and timely
conclusion. Should you have any questions regarding
these matters, please do not hesitate to contact me.
Sincerely,
/s/ Weidong Hong
Weidong Hong
For investor and media inquiries, please contact:
In China:
Mr. Steve Dai
Yucheng Technologies Limited
Tel: +86-10-5913-7889
Email: investors@yuchengtech.com
SOURCE Yucheng Technologies Limited
