China TransInfo Technology Enters into Merger Agreement with TransCloud Company Limited and TransCloud Acquisition
China TransInfo Technology Corp. (NASDAQ: CTFO) today announced that it has entered into an Agreement and Plan of Merger with TransCloud Company Limited, a Cayman Islands exempted company with limited liability and indirectly wholly owned by Mr. Shudong Xia, TransCloud Acquisition, Inc., a Nevada corporation and a wholly owned, direct subsidiary of Parent, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").
Pursuant to the terms and subject to the conditions of the Merger Agreement, each share of the common stock of the Company (a "Share") issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive US$5.80 in cash without interest (the "Merger Consideration"), except for (i) Shares held by the Company as treasury stock or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned subsidiary of the Company; and (ii) Shares to be contributed to Parent by Mr. Shudong Xia and certain other stockholders of the Company (collectively, the "Rollover Stockholders") pursuant to the contribution agreements among Parent and the Rollover Stockholders immediately prior to the effective time of the Merger (the "Rollover Shares") , which will be cancelled without receiving any consideration. The Merger Consideration represents a 12.6% premium over the closing price on February 17, 2012, the last trading day prior to the Company's announcement on February 21, 2012 that it had received a "going private" proposal, and a 52.6% premium over the 90-trading day volume weighted average price as of the same date, on February 17, 2012, the last trading day prior to the Company's announcement on February 21, 2012 that it had received a "going private" proposal.
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