China Automotive Systems (CAAS) Receives Preliminary Non-Binding 'Going Private' Proposal

May 15, 2017 6:31 AM EDT

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China Automotive Systems, Inc. (NASDAQ: CAAS) today announced that its Board of Directors (the "Board") has received a preliminary non-binding proposal letter, dated May 14, 2017, from its Chairman, Mr. Hanlin Chen, to acquire all of the outstanding shares of common stock of the Company not already beneficially owned by Mr. Chen for US$5.45 per share of common stock in cash. Mr. Chen and his affiliates currently beneficially own approximately 56.4% of the issued and outstanding shares of common stock of the Company on a fully diluted and as-converted basis. The proposal is expressly conditioned on approval by a special committee of the Board comprised of independent directors and is subject to a non-waivable condition requiring approval by a majority vote of the Company's unaffiliated stockholders.

The Board has established a special committee of the Board (the "Special Committee"), consisting of Mr. Arthur Wong, Mr. Robert Tung and Mr. Guangxun Xu, to consider the proposal. The Special Committee is empowered to, and will be responsible for, among other things, investigating, evaluating, negotiating and making a recommendation to the Board with respect to the proposal. The Special Committee is also empowered to retain its own independent advisors to assist in the evaluation of the proposal and any alternative proposals.

The Company cautions that no decisions have been made by the Special Committee or the Board with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made by Mr. Chen or any other person, that any definitive agreement will be executed relating to the proposal or any other transaction, or that this or any other transaction will be approved or consummated.

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