China GrenTech Enters Into Definitive Agreement With Talenthome Management Limited and Xing Sheng Corporation Limited for "Going Private" Transaction

China GrenTech Corporation Limited GRRF today announced that it has entered into an agreement and plan of merger (the "Merger Agreement") with Talenthome Management Limited ("Parent"), a British Virgin Islands exempted company, and Xing Sheng Corporation Limited ("Merger Sub"), a Cayman Islands exempted company wholly-owned by Parent. Parent is jointly owned indirectly by Mr. Yingjie Gao, the Company's Chairman and Chief Executive Officer, Ms. Rong Yu, the Company's Director and Chief Financial Officer, and Ms. Yin Huang (together, the "Buyer Group"). The Buyer Group collectively beneficially owns approximately 41.9% of the Company's issued and outstanding ordinary shares and intends to finance the merger and the other transactions contemplated by the Merger Agreement through proceeds from a loan facility in the amount of HK$320,000,000 from Guotai Junan Finance (Hong Kong) Limited. Pursuant to the Merger Agreement, (i) upon the terms and subject to the conditions set forth therein, at the effective time of the merger, Merger Sub will be merged with and into the Company and the Company will become a wholly-owned subsidiary of Parent, and (ii) each ordinary share of the Company (including ordinary shares represented by American Depositary Shares ("ADSs"), each of which represents 25 ordinary shares) issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive US$0.126 (or US$3.15 per ADS) in cash without interest, except for the ordinary shares (including ordinary shares represented by ADSs) (x) beneficially owned by the Buyer Group, which will be cancelled without receiving any consideration, and (y) owned by holders of such ordinary shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended. This represents a 23.0% premium over the closing price as quoted by Bloomberg L.P. on November 11, 2011 and a 40.6% over the 60-trading day volume weighted average price as quoted by Bloomberg L.P. on November 11, 2011, the last trading day prior to the Company's announcement on November 14, 2011 that it had received a "going private" proposal.
Market News and Data brought to you by Benzinga APIs
Comments
Loading...
Posted In: NewsM&A
Benzinga simplifies the market for smarter investing

Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.

Join Now: Free!