Form 6-K Actions Semiconductor For: May 20

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K
______________________

 

Report of Foreign Private Issuer

______________________

 

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

 

 

For the month of May 2016

 

Commission File No. 000-51604 

______________________

 

 

ACTIONS SEMICONDUCTOR CO., LTD.

______________________

 

No. 1, Ke Ji Si Road

Technology Innovation Coast of Hi-Tech Zone, Zhuhai

Guangdong, 519085

The People’s Republic of China

(86-756) 339-2353

______________________

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F   X    Form 40-F ___

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ___    No    X

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________________.

 

 

 

Actions Semiconductor Co., Ltd. (the “Registrant”) is furnishing under cover of Form 6-K: 

 

Press announcement dated May 20, 2016, relating to the Registrant’s Receipt of Preliminary Non-Binding "Going Private" Proposal, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ACTIONS SEMICONDUCTOR CO., LTD.

By: /S/ Nigel Liu Name: Nigel Liu Title: Chief Financial Officer

 

 

 

Dated: May 20, 2016

 

EXHIBIT INDEX

 

Exhibit	Description
Exhibit 99.1	Press announcement dated May 20, 2016, relating to the Registrant’s Receipt of Preliminary Non-Binding "Going Private" Proposal.

 

Exhibit 99.1

 

 

 

Actions Semiconductor Announces the Receipt of Preliminary Non-Binding "Going Private" Proposal

  

ZHUHAI, China, May 20, 2016-- Actions Semiconductor Co., Ltd. (ACTS) ("Actions Semiconductor" or the "Company"), one of China's leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer electronics, today announced that its Board of Directors has received a preliminary non-binding proposal letter, dated May 19, 2016, from Mr. Hsuan-Wen (Niccolo) Chen, former CEO of the Company, and certain of his affiliates and affiliated entities (together, the "Consortium Members"), that proposes a "going-private" transaction involving the acquisition of all of the outstanding equity interest of the Company not already owned by the Consortium Members at price of US$2.00 per American depositary share (“ADS”) or US$0.333 per ordinary share, each ADS represents six ordinary shares (the "Transaction"). According to the proposal letter, the Consortium Members beneficially owned, in the aggregate, approximately 34.61% of the Company’s outstanding share capital. A copy of the proposal letter is attached hereto as Exhibit A.

 

The Company cautions its shareholders and others considering trading in its securities that the proposal received by its Board of Directors is preliminary and non-binding in nature and the Board of Directors has not made any decisions with respect to the Company’s response to the proposal. There can be no assurance that any definitive offer will be made by the Consortium Members or any other person, that any definitive agreement will be executed relating to the proposed Transaction, or that the proposed Transaction or any other transaction will be approved or consummated.

 

The Company's Board of Directors has formed a special committee of independent directors (the "Special Committee") consisting of Messrs. Chin-Hsin (Fred) Chen, Jun-Tse (Walter) Huang and Yu-Hsin (Casper) Lin, who are independent from the Consortium Members and the management of the Company, to consider the proposal. The Board of Directors expects that the Special Committee will adopt various procedures and protocols designed to fully and fairly evaluate the proposal as well as safeguard the interest of the Company’s shareholders that are unaffiliated with the Consortium Members. The Special Committee is authorized to retain financial, legal and other advisors to assist it in its review of the Transaction as well as negotiate the proposal or to consider any other strategic options available to the Company as the Special Committee deems necessary or appropriate.

  

About Actions Semiconductor

 

Actions Semiconductor is one of China's leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer electronics. Actions Semiconductor products include SoCs, firmware, software, solution development kits, as well as detailed specifications of other required components. Actions Semiconductor also provides total product and technology solutions that allow customers to quickly introduce new portable consumer electronics to the mass market in a cost effective way. The Company is headquartered in Zhuhai, China, with offices in Shanghai, Shenzhen, Hong Kong and Taipei. For more information, please visit the Actions Semiconductor website at http://www.actions-semi.com.

 

Investor Contacts:

 

Elaine Ketchmere, CFA	Ally Xie, CA, CPA
Compass Investor Relations	Actions Semiconductor
[email protected]	[email protected]
+1 310-528-3031	+86-756-3392353*1018

 

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Appendix A

 

May 19, 2016

 

The Board of Directors

Actions Semiconductor Co., Ltd. (the “Company”)

No. 1, Ke Ji Si Road

Technology Innovation Coast of Hi-Tech Zone

Zhuhai, Guangdong, 519085

People’s Republic of China

 

Ladies and gentlemen:

 

Re: Privatization Proposal

 

We are the authorized representative of a consortium consisting of the shareholders identified in Annex A (the “Consortium Members”). The Consortium Members are the beneficial owners of 92,015,977 ordinary shares, including ordinary shares underlying American Depositary Shares (“ADSs”), in the aggregate, representing 34.61 % of the issued and outstanding share capital of the Company on an actual basis.

 

On behalf of the Consortium Members, we are pleased to submit this preliminary non-binding proposal to acquire the remaining equity interests in the Company in a going private transaction (the “Privatization”) for a cash consideration of US$ 2.00 per ADS (or US$ 0.333 per ordinary share).

 

The Consortium Members have entered into a consortium agreement dated as of the date hereof, pursuant to which the parties have agreed to work with each other exclusively in pursuing the Privatization. In considering our offer, you should be aware that the Consortium Members are interested only in pursuing the Privatization in the manner described above, and that none of them intend to sell its stake in the Company to a third party.

 

None of the members are directors or officers of the Company.

 

We look forward to commence an official discussion and negotiation with the Board as soon as practicable.

 

Very truly yours,

 

Supernova Investment Inc.

 

  

By: /s/ Chen, Hsuan-Wen                                           

Name: CHEN, Hsuan-Wen (aka Niccolo CHEN)

Title: Sole director

 

 

ANNEX A

 

CONSORTIUM MEMBERS

 

1

Surrey Glory Investments Limited

2

Supernova Investment Inc.

3

Tongtong Investment Holding Co., Ltd.

4

Perfectech International Ltd

5

Allpremier Investment Ltd

6

Octovest International Holding Co., Ltd.

7

Ventus Corporation

 

 

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