UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GLOBAL-TECH
ADVANCED INNOVATIONS INC.
(Name of Issuer)
ORDINARY SHARES
(Title
of Class of Securities)
G39320117
(CUSIP Number)
c/o Attn:
John C.K. Sham
12/F., Kin Teck Industrial Building
26 Wong Chuk Hang Road
Aberdeen, Hong Kong
Tel.: (852) 2814 0601
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 1, 2015
(Date of
Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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SCHEDULE 13D
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CUSIP No. G39320117 |
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Page 2 of 7 |
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1. |
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Names of
reporting persons. Identification Nos. of reporting persons (entities only).
John C.K. Sham |
2. |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
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SEC use only
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4. |
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Source of funds (see instructions)
BK PF |
5. |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or place of
organization: Canadian |
Number of
shares beneficially
owned by each
reporting person
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7. |
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Sole voting power
312,327 (see item 5 on page 5) |
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8. |
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Shared voting power
1,001,124 (see item 5 on page 5) |
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9. |
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Sole dispositive power
312,327 (see item 5 on page 5) |
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10. |
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Shared dispositive power
1,001,124 (see item 5 on page 5) |
11. |
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Aggregate amount beneficially owned by each reporting person:
1,001,124 (see item 5 on page 5) |
12. |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13. |
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Percent of class represented by amount
in Row (11): 31.16% |
14. |
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Type of reporting person (see
instructions): IN |
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SCHEDULE 13D
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CUSIP No. G39320117 |
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ITEM 1. SECURITY AND ISSUER.
The title and class of equity securities to which this Schedule 13D relates are the Common shares, par value US$0.04 per share (the Common Shares),
of Global-Tech Advanced Innovations Inc., a British Virgin Islands company (the Issuer). The address of the principal executive offices of the Issuer is 12/F., Kin Teck Industrial Building, 26 Wong Chuk Hang Road, Aberdeen, Hong Kong.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement
is being filed by John C. K. Sham.
(b) The business address of the Reporting Person is 12/F., Kin Teck Industrial Building, 26 Wong Chuk Hang Road,
Aberdeen, Hong Kong.
(c) The principal occupation or employment of Mr. Sham is to serve as the Chairman, Chief Executive Officer and acting Chief
Financial Officer of Global-Tech Advanced Innovations Inc., whose business address is set forth in (b) above.
(d) During the last five years, the
Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or other minor offenses).
(e) During the last five
years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been and is not subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws and has not been found in violation with respect to such laws.
(f) The
Reporting Person is a citizen of Canada.
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SCHEDULE 13D
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 1, 2015 the Reporting Person tendered a non-binding proposal (the Proposal) to the Board of Directors of the Issuer proposing that
the Reporting Person acquire all of the outstanding Common Shares not beneficially owned by him for a price of US$8.75 in cash. Per the non-binding Proposal the Reporting Person anticipates forming an acquisition company (the Acquirer)
to effect the purchase, with the purchase to be financed with a combination of cash and funds borrowed by the Reporting Person and/or the Acquirer. It is not known at this time what portion of the funds will be borrowed, who or what entity will lend
the funds or the terms under which the funds will be borrowed. The information set forth in or incorporated by reference in Items 2, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 3.
ITEM 4. PURPOSE OF TRANSACTION.
The Proposal is
non-binding, is subject to acceptance by the Issuer and the execution of definitive agreements implementing the Acquirers purchase of all outstanding shares of Common Stock not owned by the Acquirer. If the Proposal is in fact accepted by the
Issuer and the transaction (the Proposed Transaction) which is the subject of the Proposal is effected, then the Acquirer will own 100% of all outstanding shares of Common Stock of the Issuer.
If the Proposed Transaction is completed (i) the Issuer would become a privately held company and would be delisted from NASDAQ, and the Issuers
obligation to file periodic reports under the Securities Exchange Act of 1934, as amended, would terminate, and (ii) it is not anticipated that the Proposed Transaction will result in any of the actions specified in clauses (b)-(g) of
Item 4 of Schedule 13D.
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SCHEDULE 13D
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Common Shares and the percentage of total outstanding Common Shares beneficially owned by the Reporting Person is set forth below.
References to percentage ownerships of Common Shares are based upon 3,213,253 Common Shares outstanding as of August 19, 2015 (relying on information provided by the Issuer).
Pursuant to Rule 13d-3 of the Act, the Reporting Person may be deemed to beneficially own 1,001,124 Common Shares of the Issuer, representing approximately
31.16% of the outstanding Common Shares of the Issuer. Reporting Person himself owns 312,327 shares of Common Stock, representing approximately 9.72% of the outstanding Common Shares of the Issuer, and such number includes 168,750 Common Shares
issuable to Reporting Person within 60 days after June 30, 2015 upon exercise of options granted under the Issuers 2005 Stock Option Plan and its 2011 Omnibus Equity Plan. Excluding such 168,750 Common Shares, the Common Shares owned by
Reporting Person represent approximately 4.47% of the outstanding Common Shares of the Issuer.
The 1,001,124 Common Shares also includes 688,797 Common
Shares, representing approximately 21.44% of the outstanding Common Shares of the Issuer, owned by Wing Shing Holdings Company Limited, a British Virgin Islands corporation, over which Reporting Person exercises voting control.
Reporting Person disclaims beneficial ownership of 600,000 Common Shares owned by the mother of Reporting Person, 300,000 Common Shares owned by the wife of
Reporting Person and 300,000 Common Shares owned by the daughter of Reporting Person.
The Reporting Persons is not a member of a group for
purposes of Section 13(d) of the Act.
(b) The number of Common Shares as to which the Reporting Person has sole or shared power to vote, direct the
vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b).
(c) The Reporting Person has not effected any transactions relating to the Common Shares during the past 60 days.
(d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities beneficially owned by the Reporting Person.
(e) Not applicable.
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SCHEDULE 13D
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
There are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of
any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the person enumerated in Item 2, and any
other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than
standard default and similar provisions contained in loan agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Description
1. Press release of Issuer dated August 3, 2015 announcing its receipt of the Proposal, with the Proposal appearing as Exhibit A to the press release.
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SCHEDULE 13D
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true,
complete and correct.
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Dated: September 10, 2015 |
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/s/ John C.K. Sham |
John C.K. Sham |
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Exhibit 1
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Release: Contact:
Web Page: |
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IMMEDIATE RELEASE
Cecilia Au-Yeung Global-Tech Advanced Innovations Inc.
Telephone: Hong Kong (852) 2814-0601
investorrelations@global-webpage.com
http://global-webpage.newshq.businesswire.com |
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GLOBAL-TECH ADVANCED INNOVATIONS ANNOUNCES RECEIPT OF A PRELIMINARY
NON-BINDING GOING PRIVATE OFFER FOR SHARES OF THE COMPANY |
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Hong Kong, August 3, 2015 Global-Tech Advanced Innovations Inc. (NASDAQ: GAI) today announced that its Board of Directors (the Board) has received an unsolicited preliminary non-binding proposal
letter, dated August 1, 2015, from Mr. John C.K. Sham, President and Chief Executive Officer of the Company, and certain of his controlled or affiliated entities (collectively, the Acquirer), proposing a potential offer to acquire all of
the outstanding common shares of the Company (the Offer) not already beneficially owned or controlled by the Acquirer for $8.75 in cash per share (Shares). |
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According to the proposal letter, the Acquirer plans to form an acquisition company for the purpose of implementing the Offer, and the Offer is intended to be financed with a combination of cash and debt. The proposal
letter states that the Acquirer is confident of its ability to timely secure adequate financing to consummate the Offer subject to the terms and conditions set out therein. A copy of the proposal letter is attached hereto as Exhibit A. |
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The Companys Board of Directors intends to form a special committee comprised of and selected by independent directors (the Special Committee) to consider the proposal and any resulting Offer. The
Special Committee is authorized to retain advisors, including an independent financial advisor and legal counsel, to assist it in evaluating any such proposal or Offer. |
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The Board cautions the Companys shareholders and others considering trading in its securities since the Board has just received the unsolicited preliminary non-binding proposal letter from the Acquirer and no
decisions have been made with respect to the Companys response to the proposal. There can be no assurance that any definitive offer will be made, or that if an offer is received, that such an offer or any other transaction will be approved or
consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law. |
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Global-Tech Advanced Innovations Inc. is a holding company, owning subsidiaries that manufacture and market electronic components and other related products, such as complementary metal oxide semiconductor (CMOS) camera
modules (CCMs). The primary focus of its subsidiaries is to develop and market high-quality products for the communications industry in China and export such products to markets in other countries throughout the world. |
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Except for historical information, certain statements contained herein are forward-looking statements that are made pursuant to the safe harbor provisions of the Private
Securities |
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Litigation Reform Act of 1995. Words such as expects, anticipates, intends, plans,
believes, seeks, should, estimates, or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are subject to risks
and uncertainties, including but not limited to, the impact of competitive products and pricing, demand for new and existing products in our core business, the financial condition of the Companys customers, product demand and market acceptance
especially of our new products, the success of new product development especially in the area of cellular phone components and solutions, compact camera modules and other pending projects, reliance on material customers, suppliers and key strategic
alliances, the terms and conditions of customer contracts and purchase orders, availability and cost of raw materials, the timely and proper execution of certain business plans, including the plan to diversify and transform a portion of
manufacturing capacity to higher-value, technology-oriented products, currency fluctuations, including the revaluation of the Chinese Renminbi, the imposition by Chinas trading partners of economic sanctions and/or protective tariffs on
Chinese manufactured goods, uncertainties associated with investments, the regulatory environment, fluctuations in operating results, the impact of changing global, political and economic conditions and other risks detailed from time to time in the
Companys filings with the U.S. Securities and Exchange Commission including its most recent Report on Form 20-F. The Company does not undertake to update its forward-looking information, or any other information contained or referenced in this
press release to reflect future events or circumstances. |
Exhibit A |
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August 1, 2015 |
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The Board of Directors |
Global-Tech Advanced Innovations Inc. |
12/F., Kin Teck Industrial Building |
26 Wong Chuk Hang Road |
Aberdeen, Hong Kong |
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Dear Directors: |
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John C.K. Sham, President and Chief Executive Officer of Global-Tech Advanced Innovations Inc. (the Company), and certain of his controlled or affiliated entities (collectively, the Acquirer) are pleased to
submit this preliminary non-binding proposal to acquire all outstanding common shares (the Shares) of the Company not beneficially owned or controlled by the Acquirer in a going-private transaction (the Acquisition). Our
proposed purchase price for each Share of the Company is $8.75 in cash. |
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We believe that our proposal provides an attractive opportunity for the Companys shareholders. Our proposed purchase price represents a premium of approximately 192% to the closing trading price of the Companys
Shares on July 31, 2015 and a premium of approximately 169% and 153% to the average closing trading price during the last 30 and 60 trading days, respectively. |
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1. Acquirer. The Acquirer, for the purpose of the Acquisition, plans to form an acquisition company for the purpose of implementing the Acquisition. |
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2. Purchase Price. The consideration payable for each Share of the Company will be $8.75 in cash per Share (other than those Shares held or controlled by the Acquirer that may be rolled over in connection with the
Acquisition). |
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3. Funding. Acquirer intends to finance the Acquisition with a combination of cash and debt and is confident of its ability to timely secure adequate financing to consummate the Acquisition subject to the terms and
conditions set out therein. |
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4. Due Diligence. We believe that we will be in a position to complete customary due diligence for the Acquisition in a timely manner and in parallel with discussions on the definitive agreements. We respectfully ask the
board of directors of the Company (the Board) to accommodate such due diligence request and approve the provision of confidential information relating to the Company and its business to potential sources of debt financing subject to a
customary form of confidentiality agreement. |
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5. Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the Definitive Agreements) providing for the Acquisition and related transactions. This proposal is
subject to execution of the Definitive Agreements. These documents will provide for representations, warranties, covenants and conditions, which are typical, customary and appropriate for transactions of this type. |
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6. Process. We believe that the Acquisition will provide superior value to the Companys shareholders. We recognize that the Board will evaluate the Acquisition independently before it can make its
determination to endorse it. Given the involvement of Mr. Sham in the Acquisition, we expect that the independent, disinterested members of the Board will proceed to consider the proposed Acquisition. In considering our offer, the Board should be
aware that the Acquirer is interested only in acquiring the outstanding Shares that it does not already beneficially own or control, and that the Acquirer does not intend to sell any of its stake (owned or controlled) in the Company to any third
party. |
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7. Confidentiality. The Acquirer will, as required by law, promptly file any document required with the U.S. Securities and Exchange Commission to disclose this proposal. However, we are sure you will agree
that it is in all of our interests to ensure that we proceed in a strictly confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions. |
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8. No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only
from the execution of Definitive Agreements, and then will be on terms and conditions as provided in such documentation. |
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In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We
look forward to hearing from you. |
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Sincerely yours, |
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/s/ John C.K. Sham |
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