ZHUHAI, China, May 20, 2016 /PRNewswire/ -- 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
|
Eketchmere@compass-ir.com
|
investor.relations@actions-semi.com
|
+1
310-528-3031
|
+86-756-3392353*1018
|
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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SOURCE Actions Semiconductor Co., Ltd.