China GrenTech (GFFR) Amends Merger Agreement to Include 28M Common Previously Omitted
Tweet
Share
E-mail
China GrenTech Corporation Limited (Nasdaq: GRRF) announced that it has entered into an amended and restated agreement and plan of merger with Talenthome Management Limited ("Parent") and Xing Sheng Corporation Limited ("Merger Sub") in order to amend certain provisions of the agreement and plan of merger among the parties entered into on January 12, 2012 (the "Original Merger Agreement," and as amended and restated, the "Merger Agreement"). Merger Sub is a wholly-owned subsidiary of Parent which is jointly owned indirectly by Mr. Yingjie Gao, the Company's Chairman and Chief Executive Officer ("Mr. Gao"), Ms. Rong Yu, the Company's Director and Chief Financial Officer, and Ms. Yin Huang (together, the "Buyer Group").
The amendments are being made to correct the inadvertent omission by the Company of 28,000,000 outstanding ordinary shares of the Company (the "Additional Shares") from the total number of issued and outstanding shares initially stated in the Original Merger Agreement. The amended number of total issued and outstanding shares stated in the Merger Agreement is 587,397,825 ordinary shares. In addition to the expected proceeds from the previously announced loan commitment in the amount of HK$320,000,000 from Guotai Junan Finance (Hong Kong) Limited which the Buyer Group intends to use to finance the merger and other transactions contemplated by the Merger Agreement, Mr. Gao has committed to unconditionally disburse US$3.45 million to Parent by way of a shareholder loan at the effective time of the merger pursuant to a promissory note executed and delivered on January 20, 2012 in favor of Parent to provide funds for the acquisition of the Additional Shares in the event the merger is approved by the Company's shareholders and the other closing conditions are satisfied. Mr. Gao's disbursement obligation under the promissory note is guaranteed by Guoren Industrial Developments Limited, a shareholder of the Company which is wholly owned by Mr. Gao. Except as provided above, the material terms and conditions of the Original Merger Agreement, including the merger consideration of US$0.126 per ordinary share and US$3.15 per American depositary shares, remain unchanged. The Company's Board of Directors, acting upon the unanimous recommendation of the Independent Committee formed by the Board of Directors, has approved the foregoing amendment and restatement of the Original Merger Agreement. Taking into account the Additional Shares, the Buyer Group collectively beneficially owns approximately 40.1% of the Company's issued and outstanding ordinary shares.
The amendments are being made to correct the inadvertent omission by the Company of 28,000,000 outstanding ordinary shares of the Company (the "Additional Shares") from the total number of issued and outstanding shares initially stated in the Original Merger Agreement. The amended number of total issued and outstanding shares stated in the Merger Agreement is 587,397,825 ordinary shares. In addition to the expected proceeds from the previously announced loan commitment in the amount of HK$320,000,000 from Guotai Junan Finance (Hong Kong) Limited which the Buyer Group intends to use to finance the merger and other transactions contemplated by the Merger Agreement, Mr. Gao has committed to unconditionally disburse US$3.45 million to Parent by way of a shareholder loan at the effective time of the merger pursuant to a promissory note executed and delivered on January 20, 2012 in favor of Parent to provide funds for the acquisition of the Additional Shares in the event the merger is approved by the Company's shareholders and the other closing conditions are satisfied. Mr. Gao's disbursement obligation under the promissory note is guaranteed by Guoren Industrial Developments Limited, a shareholder of the Company which is wholly owned by Mr. Gao. Except as provided above, the material terms and conditions of the Original Merger Agreement, including the merger consideration of US$0.126 per ordinary share and US$3.15 per American depositary shares, remain unchanged. The Company's Board of Directors, acting upon the unanimous recommendation of the Independent Committee formed by the Board of Directors, has approved the foregoing amendment and restatement of the Original Merger Agreement. Taking into account the Additional Shares, the Buyer Group collectively beneficially owns approximately 40.1% of the Company's issued and outstanding ordinary shares.
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Real and RE/MAX Holdings receive court approval for merger
- Cytek faces $56M damages award in Beckman Coulter patent case
- Elroy Air wins $46M U.S. Army contract for cargo drone system
Create E-mail Alert Related Categories
Corporate News, Mergers and AcquisitionsRelated Entities
China GrenTech/Talenthome ManagementSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
