CDC (CHINA) Software Files for IPO of ADS; Sees Offering Range of $11-$13

July 16, 2009 9:32 AM EDT

CDC Software Corporation, a wholly-owned subsidiary of CDC Corporation (Nasdaq: CHINA) has filed a registration statement on Form F-1 with the U.S. SEC for an IPO of American Depositary Shares. Each ADS represents one Class A ordinary share of CDC Software and the estimated price for each ADS offered ranges from $11.00 to $13.00.

A total of 4,800,000 ADSs of CDC Software will be offered for sale. Of this total, 4,000,000 ADSs will represent newly-issued Class A ordinary shares being offered for sale by CDC Software and 800,000 ADSs will represent Class A ordinary shares being offered for sale by CDC Software International Corporation, a wholly-owned subsidiary of CDC Corporation and the direct parent company of CDC Software. Proceeds to CDC Software from the ADSs sold in the offering are expected to be approximately $43.4 million, and the total proceeds are expected to be approximately $52.1 million, assuming an initial public offering price per ADS of $12.00, which is the midpoint of the estimated public offering price range, and after deducting underwriting commissions and any offering expenses payable by CDC Software or CDC Software International. CDC Software will not receive any of the proceeds from the sale of ADSs by CDC Software International.

In addition, up to 720,000 additional ADSs, will be available for purchase by the underwriters to cover over-allotments, at any time within 30 days after the effectiveness of the registration statement. Of such 720,000 additional ADSs, 360,000 ADSs shall be made available by CDC Software Corporation and 360,000 ADSs will be made available by CDC Software International, in equal proportion.

After the offering, CDC Software International will continue to hold Class B ordinary shares of CDC Software. Each Class B ordinary share will be entitled to ten votes per share on any matter brought to a vote of CDC Software shareholders, whereas Class A ordinary shares (which the ADSs represent) are entitled to one vote per share. Accordingly, assuming that the underwriters do not exercise the Greenshoe, after the offering is completed, CDC Software International will hold approximately 83.4 percent of the total outstanding equity interests in CDC Software, but will have approximately 98.1 percent of the total voting power.

Lazard Capital Markets and JMP Securities will act as joint book-runners, and each of Cantor Fitzgerald & Co., Janney Montgomery Scott, Macquarie and Morgan Keegan & Company, Inc. will act as co-managers for the offering.


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