Yucheng Technologies Limited Announces Completion of BVI
Registration of Merger
BEIJING, Dec. 28, 2012
/PRNewswire/ -- Yucheng Technologies Limited (NASDAQ: YTEC)
("Yucheng" or the "Company"), a leading provider of IT Solutions to
the financial services industry in China, announced today that the Company
completed the merger of New Sihitech Acquisition Limited with and
into the Company (the "merger") by completing the registration of
the merger with the Registrar of Corporate Affairs of the
British Virgin Islands. Following
the completion of the merger, the Company will become a privately
held company and the ordinary shares of the Company will no longer
be traded on the NASDAQ Global Select Market.
Under the terms of the agreement and plan of merger, which was
approved by the Company's shareholders at an extraordinary meeting
held on December 27, 2012, each
outstanding ordinary share of the Company, other than the Founder
Shares and Rollover Shares (as defined in the Company's proxy
statement dated November 30, 2012)
had been cancelled in exchange for the right to receive
$3.90 per share in cash without
interest and net of any applicable withholding taxes. In addition,
each share of restricted stock under the Company's 2006 Performance
Equity Plan (other than shares of restricted stock granted to Mr.
Weidong Hong, chairman of the board
of directors and chief executive officer of the Company, and
rollover shareholders who have waived their right to receive the
merger consideration and continue to beneficially own their shares
following the merger) was cancelled and converted into the right to
receive $3.90 in cash without
interest, net of any applicable withholding taxes.
The Company has engaged Continental Stock Transfer & Trust
Company as its paying agent to process the payment of merger
considerations to its shareholders. Shareholders of record will
receive a letter of transmittal and instructions on how to
surrender their shares in exchange for the merger consideration.
Shareholders should wait to receive the letter of transmittal
before surrendering their shares.
The Company also intends to promptly request that trading of its
ordinary shares on the NASDAQ be suspended. The Company will
request an application on Form 25 be filed with the SEC to remove
the Company's ordinary shares from listing on The NASDAQ Global
Select Market. The Company intends to terminate its reporting
obligations under the Securities Exchange Act of 1934, as amended,
by promptly filing Form 15 with the SEC. The Company's obligations
to file or furnish 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.
About Yucheng Technologies Limited
Yucheng Technologies Limited (NASDAQ: YTEC) 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 and
2011. 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
December 28, 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
the Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2011, and in the
Company's interim current reports on Form 6-K filed with the United
States Securities and Exchange Commission and available at
www.sec.gov.
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
