BEIJING, Feb. 8, 2024
/PRNewswire/ -- Hollysys Automation Technologies Ltd. (NASDAQ:
HOLI) ("Hollysys" or the "Company") today announced that, at an
extraordinary general meeting of shareholders ("EGM") held today,
the Company's shareholders voted in favor of, among other things,
the proposal to authorize and approve the agreement and plan of
merger, dated as of December 11,
2023 (the "Merger Agreement"), by and among the Company and
entities affiliated with Ascendent Capital
Partners, Superior Technologies Holding Limited ("Parent"),
and Superior Technologies Mergersub Limited ("Merger Sub"),
pursuant to which, Merger Sub will merge with and into the Company,
with the Company continuing as the surviving company and becoming a
wholly owned subsidiary of Parent (the "Merger"), the articles of
merger (the "Articles of Merger") and the plan of merger (the "Plan
of Merger") to be filed with the Registrar of Corporate Affairs of
the British Virgin Islands, and
the transactions contemplated thereby, including the
Merger.
Approximately 76.95% of the Company's total issued and
outstanding ordinary shares as of the close of business in the
British Virgin Islands on the
record date of December 28, 2023
voted in person or by proxy at the EGM. Of the ordinary shares
voted at the EGM, approximately 86.94% voted in favor of the
proposal to authorize and approve the Merger Agreement, the
Articles of Merger, the Plan of Merger and the transactions
contemplated thereby, including the Merger. The Merger Agreement,
the Articles of Merger, the Plan of Merger and the transactions
contemplated thereby, including the Merger, were therefore duly
authorized and approved by resolutions as required by, and in
compliance with, the BVI Business Companies Act (as amended) (the
"BVI Act").
In addition, shareholders at the EGM authorized and approved the
appointment of each of Guanghua
Miao, Ding Wei and Dennis Demiao Zhu to the board of
directors (the "Board") of the Company as an independent director.
In a statement, the members of the Board stated: "We would like
to thank our shareholders for their support for the Merger, which
stems from an extensive process run by the Special Committee and
represents the best path forward for the Company and all
shareholders. We are committed to moving towards a successful
closing of the transaction to realize immediate value for our
shareholders."
The completion of the Merger is subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement. Under
Section 7.2(c) of the Merger Agreement, the obligations of Parent
and Merger Sub to effect the Merger are subject to the condition
that holders of no more than 10% of the Company's total issued and
outstanding ordinary shares have validly served and not validly
withdrawn a notice of dissent under Section 179 of the BVI Act.
Prior to the vote being taken at the EGM, the Company had
received notices of objection from certain shareholders that in the
aggregate hold more than 10% of the total issued and outstanding
ordinary shares of the Company and such notices have not been
validly withdrawn as of today. The Company will give written
notices of authorization to those objecting shareholders (and others entitled to it) in due course as
required by the BVI Act. If objecting shareholders that in
the aggregate hold more than 10% of the total issued and
outstanding ordinary shares of the Company ultimately deliver
notices of dissent pursuant to Section 179 of the BVI Act, this
closing condition will not be satisfied and Parent and Merger Sub
will have the right to either waive this closing condition or
decide not to proceed with the consummation of the Merger.
The Company will work with the other
parties to the Merger Agreement towards satisfying all
other closing conditions to the Merger set forth in the Merger
Agreement, including obtaining required regulatory approvals,
and completing the Merger as quickly as possible. If and
when completed, the Merger would result in the Company becoming a
privately held company and its ordinary shares would no longer be
listed or traded on any stock exchange, including the NASDAQ
Global Select Market.
About Hollysys Automation Technologies Ltd.
Hollysys is a leading automation control system solutions
provider in China, with overseas
operations in eight other countries and regions throughout
Asia. Leveraging its proprietary
technology and deep industry know-how, Hollysys empowers its
customers with enhanced operational safety, reliability,
efficiency, and intelligence which are critical to their
businesses. Hollysys derives its revenues mainly from providing
integrated solutions for industrial automation and rail
transportation. In industrial automation, Hollysys delivers the
full spectrum of automation hardware, software, and services
spanning field devices, control systems, enterprise manufacturing
management and cloud-based applications. In rail transportation,
Hollysys provides advanced signaling control and SCADA (Supervisory
Control and Data Acquisition) systems for high-speed rail and urban
rail (including subways). Founded in 1993, with technical expertise
and innovation, Hollysys has grown from a research team
specializing in automation control in the power industry into a
group providing integrated automation control system solutions for
customers in diverse industry verticals. As of June 30, 2023, Hollysys had cumulatively carried
out more than 45,000 projects for approximately 23,000 customers in
various sectors including power, petrochemical, high-speed rail,
and urban rail, in which Hollysys has established leading market
positions.
Safe Harbor Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical fact included
herein are "forward-looking statements," including statements
regarding the ability of the Company to achieve its commercial
objectives; the business strategy, plans and objectives of the
Company; growth in financial and operational performance of the
Company; and any other statements of non-historical information.
These forward-looking statements are often identified by the use of
forward-looking terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates," "target," "confident," or similar expressions involve
known and unknown risks and uncertainties. Such forward-looking
statements, based upon the current beliefs and expectations of
Hollysys' management, are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking
statements. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, they
do involve assumptions, risks and uncertainties, and these
expectations may prove to be incorrect. Investors should not place
undue reliance on these forward-looking statements, which speak
only as of the date of this press release. The Company's actual
results could differ materially from those anticipated in these
forward-looking statements as a result of a variety of factors,
including those discussed in the Company's reports that are filed
with the Securities and Exchange Commission and available on its
website (http://www.sec.gov). All forward-looking statements
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by these factors. Other than
as required under the securities laws, the Company does not assume
a duty to update these forward-looking statements.
Contact Information
Company Contact:
Hollysys Automation Technologies Ltd.
www.hollysys.com
+8610-5898-1386
investors@hollysys.com
Media Contacts (Hong Kong and
New York):
Brunswick Group
hollysys@brunswickgroup.com
Daniel Del Re (Hong Kong)
ddelre@brunswickgroup.com
+852 9255 5136
Libby Lloyd (New York)
llloyd@brunswickgroup.com
+1 347 283 3871
View original
content:https://www.prnewswire.com/news-releases/hollysys-announces-shareholder-approval-of-merger-agreement-with-ascendent-302057382.html
SOURCE Hollysys Automation Technologies Ltd