Pansoft (PSOF) Enters 'Go Private' Transaction at $4.15/Share
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Pansoft Company Limited (Nasdaq: PSOF) entered into an agreement and plan of merger on May 16, 2012 with Timesway Group Limited, a company limited by shares incorporated under the laws of the British Virgin Islands, Genius Choice Capital Limited, a company limited by shares incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of Parent.
Timesway Group Limited is controlled by Chairman Hugh Wang and CEO Guoqiang Lin and had voting power over 63% of the Company's voting securities as of June 30, 2011. Timesway Group Limited intends to finance the merger and the other transactions contemplated by a bank loan raised in Hong Kong, China.
Pursuant to the Agreement, (i) upon the terms and subject to the conditions set forth therein, at the effective time of the merger, upon the terms and subject to the conditions of this Agreement and in accordance with the BVI Companies Law, Merger Sub shall be merged with and into the Company. Following the Merger, the Company shall continue as the surviving corporation and the separate corporate existence of Merger Sub shall cease, and (ii) each ordinary share, par value US$0.0059 per share, of the Company issued and outstanding immediately prior to the effective time of the merger (individually, a "Share" and collectively, the "Shares") (other than Shares to be cancelled), shall be cancelled in exchange for the right to receive an amount in cash equal to US$4.15 per Share without interest. As of the effective time of the merger, all of the Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and the register of members of the Company will be updated accordingly. The $4.15 cash Per Share consideration, represents a 106.0% premium to the one-day pre-announcement price of $2.01 per share on January 6, 2012, the last trading day prior to the Company's announcement on January 9, 2012 that it had received a "going private" proposal, representing a 10% increase from the $3.76 originally offered by Timesway on January 7, 2012.
The Company's Board of Directors, acting upon the unanimous recommendation of the Special Committee consisting of independent Board members Paul Gillis, Samuel Shen, and Tony Luh, approved the Agreement and the merger contemplated in the Agreement and resolved to recommend that the Company's shareholders vote to approve and adopt the Merger Agreement and the merger. The Special Committee, which is composed solely of directors unrelated to Parent, Merger Sub or any of the management members of the Company, negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.
The merger contemplated in the Agreement is subject to the approval by an affirmative vote of shareholders representing a majority of the Shares present and voting in person or by proxy as a single class at a meeting of the Company's shareholders which will be convened to consider the approval and adoption of the Agreement and the merger, as well as certain other customary closing conditions. If completed, the merger will result in the Company becoming a privately-held company and its Shares would no longer be listed on the NASDAQ Capital Market.
Duff & Phelps, LLC is serving as financial advisor to the Special Committee. Morgan, Lewis & Bockius, LLP as the Special Committee's United States law counsel and Maples and Calder is serving as its British Virgin Islands law counsel.
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Timesway Group Limited is controlled by Chairman Hugh Wang and CEO Guoqiang Lin and had voting power over 63% of the Company's voting securities as of June 30, 2011. Timesway Group Limited intends to finance the merger and the other transactions contemplated by a bank loan raised in Hong Kong, China.
Pursuant to the Agreement, (i) upon the terms and subject to the conditions set forth therein, at the effective time of the merger, upon the terms and subject to the conditions of this Agreement and in accordance with the BVI Companies Law, Merger Sub shall be merged with and into the Company. Following the Merger, the Company shall continue as the surviving corporation and the separate corporate existence of Merger Sub shall cease, and (ii) each ordinary share, par value US$0.0059 per share, of the Company issued and outstanding immediately prior to the effective time of the merger (individually, a "Share" and collectively, the "Shares") (other than Shares to be cancelled), shall be cancelled in exchange for the right to receive an amount in cash equal to US$4.15 per Share without interest. As of the effective time of the merger, all of the Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and the register of members of the Company will be updated accordingly. The $4.15 cash Per Share consideration, represents a 106.0% premium to the one-day pre-announcement price of $2.01 per share on January 6, 2012, the last trading day prior to the Company's announcement on January 9, 2012 that it had received a "going private" proposal, representing a 10% increase from the $3.76 originally offered by Timesway on January 7, 2012.
The Company's Board of Directors, acting upon the unanimous recommendation of the Special Committee consisting of independent Board members Paul Gillis, Samuel Shen, and Tony Luh, approved the Agreement and the merger contemplated in the Agreement and resolved to recommend that the Company's shareholders vote to approve and adopt the Merger Agreement and the merger. The Special Committee, which is composed solely of directors unrelated to Parent, Merger Sub or any of the management members of the Company, negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.
The merger contemplated in the Agreement is subject to the approval by an affirmative vote of shareholders representing a majority of the Shares present and voting in person or by proxy as a single class at a meeting of the Company's shareholders which will be convened to consider the approval and adoption of the Agreement and the merger, as well as certain other customary closing conditions. If completed, the merger will result in the Company becoming a privately-held company and its Shares would no longer be listed on the NASDAQ Capital Market.
Duff & Phelps, LLC is serving as financial advisor to the Special Committee. Morgan, Lewis & Bockius, LLP as the Special Committee's United States law counsel and Maples and Calder is serving as its British Virgin Islands law counsel.
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