BEIJING, Dec. 10, 2013 /PRNewswire-FirstCall/
-- Trunkbow International Holdings Limited (NASDAQ: TBOW)
("Trunkbow" or the "Company"), a leading provider of mobile payment
solutions and mobile value added services in the PRC, today
announced that it has entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Trunkbow Merger Group Limited
("Parent"), a business company with limited liability incorporated
under the laws of the British Virgin
Islands and wholly owned by Dr. Wanchun Hou, chairman of our board of directors,
and Mr. Qiang Li, our chief executive officer and director, and
Trunkbow International Merger Sub Limited ("Merger Sub"), a
Nevada corporation and a wholly
owned, direct subsidiary of Parent, pursuant to which Parent will
acquire the Company for US$1.46 per
share of the Company's common stock (a "Share") without interest
(the "Merger Consideration"). The Merger Consideration represents a
24.8% premium over the closing price on November 1, 2012, the last trading day prior to
the Company's announcement on November 2,
2012 that it had received a "going private" proposal, and a
48.6% premium over the 30-trading day volume weighted average price
as of the same date.
Pursuant to the terms and subject to the conditions of the
Merger Agreement, Merger Sub will merge with and into the Company
with the Company as the surviving corporation and becoming a wholly
owned subsidiary of Parent (the "Merger"). At the effective time of
the Merger, each Share issued and outstanding immediately prior to
the effective time of the Merger will be converted into the right
to receive US$1.46 in cash without
interest, except for the Shares (i) held by the Company as treasury
stock or (ii) owned directly or indirectly by Parent, Merger Sub or
any wholly owned subsidiary of the Company immediately prior to the
time at which the Merger becomes effective, including each Share to
be contributed to Parent by Dr. Wanchun
Hou and Mr. Qiang Li (collectively, the "Rollover Shares")
in accordance with a contribution agreement entered into by Parent,
Dr. Wanchu Hou and Mr. Qiang Li, which will be cancelled without
receiving any consideration.
Dr. Wanchun Hou and Mr. Qiang Li
currently beneficially own approximately 43.9% of the Company's
Shares. Following the effective time of the Merger, Parent will be
beneficially owned by the Dr. Wanchun
Hou and Mr. Qiang Li.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee, approved the Merger
Agreement and the Merger and resolved to recommend that the
Company's stockholders vote to adopt the Merger Agreement and
approve the Merger. The special committee, which is comprised
solely of independent directors unrelated to any of Parent, Merger
Sub, Dr. Wanchun Hou and Mr. Qiang
Li or any of the management members of the Company, negotiated the
terms of the Merger Agreement with the assistance of its financial
and legal advisors.
The Merger contemplated by the Merger Agreement is subject to
customary closing conditions, including, but not limited to,
adoption of the Merger Agreement by the affirmative vote of both
(i) the holders of a majority of the Shares and (ii) holders of a
majority of the Shares (excluding the Rollover Shares).
Parent has delivered to the Company an executed equity
commitment letter pursuant to which Dr. Wanchun Hou and Mr. Qiang Li have committed, on
a joint and several basis, to invest or cause to be invested, in
Parent the cash amount of US$30,150,000. Parent and Merger Sub agreed to
cause Dr. Wanchun Hou and Mr. Qiang
Li to deposit US$30,150,000 (the
"Escrow Amount") in cash into a designated interest-bearing escrow
account within two months after the date of the Merger Agreement,
which will be jointly controlled by the Company, Parent, Dr.
Wanchun Hou and Mr. Qiang Li until
the earlier of the closing date of the Merger and the date on which
the Merger Agreement is validly terminated. At or prior to the
effective time of the Merger, the Escrow Amount shall be used to
fund the equity financing pursuant to the terms and conditions of
the equity commitment letter and released into the account of an
exchange agent for the benefit of the Company's stockholders.
The Company will call a meeting of its stockholders for the
purpose of voting on the adoption of the Merger Agreement as soon
as practicable. If completed, the Merger will, under laws of the
State of Nevada, result in the
Company becoming a privately held company and the Shares would no
longer be listed on the NASDAQ Global Market.
Shearman & Sterling LLP is serving as U.S. legal advisor to
the Special Committee. Duff & Phelps, LLC is serving as
financial advisor to the Special Committee. Akin Gump Strauss Hauer
& Feld LLP is serving as legal advisor to Duff &
Phelps.
Cleary, Gottlieb, Steen & Hamilton LLP is serving as U.S.
legal advisor to Parent, Merger Sub, Dr. Wanchun Hou and Mr. Qiang Li.
Additional Information about the Transaction
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a current report on Form 8-K regarding the
Merger, which will include the Merger Agreement and related
documents. All parties desiring details regarding the Merger are
urged to review these documents, which will be available at the
SEC's website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a proxy statement to its shareholders. In addition, certain
participants in the Merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement. These
documents will be filed with or furnished to the SEC. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC CAREFULLY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT PARENT, THE COMPANY, THE MERGER, THE
PERSONS SOLICITING PROXIES IN CONNECTION WITH THE MERGER ON BEHALF
OF THE COMPANY AND THE INTERESTS OF THOSE PERSONS IN THE MERGER AND
RELATED MATTERS. In addition to receiving the proxy statement and
Schedule 13E-3 transaction statement by mail, stockholders also
will be able to obtain these documents, as well as other filings
containing information about the Company, the Merger and related
matters, without charge, from the SEC's website
(http://www.sec.gov) or at the SEC's public reference room at 100 F
Street, NE, Room 1580, Washington,
D.C. 20549. In addition, these documents can be obtained,
without charge, by contacting the Company at Trunkbow International
Holdings Limited, Unit 1217-1218, 12F of Tower B, Gemdale Plaza,
No. 91 Jianguo Road, Chaoyang District, Beijing 100022, China, telephone: (86) 10-8571-2518.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from the
Company's stockholders with respect to the Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the Merger
when they are filed with the SEC. Additional information regarding
the interests of such potential participants will be included in
the proxy statement and Schedule 13E-3 transaction statement and
the other relevant documents filed with the SEC when they become
available.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the Merger go forward.
About Trunkbow
Trunkbow International Holdings Limited (NASDAQ: TBOW) is a
leading provider of mobile payment solutions and mobile value added
solutions in the PRC. Trunkbow's solutions enable the telecom
operators to offer their subscribers access to unique mobile
applications, innovative tools, value-added services that create a
superior mobile experience, and as a result generate higher average
revenue per user and reduce subscriber churn. Since its inception
in 2001, Trunkbow has established a proven track record of
innovation, and has developed a significant market presence in both
the MVAS and MPS markets. Trunkbow supplies its mobile
payment solutions to all three Chinese mobile telecom operators, as
well as re-sellers, in several provinces of China. For more information, please visit
www.trunkbow.com.
Safe Harbor Statement
This press release contains forward-looking statements that
reflect the Company's current expectations and views of future
events that involve known and unknown risks, uncertainties and
other factors that may cause its actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Such forward-looking statements involve
inherent risks, uncertainties and assumptions, such as the
uncertainties as to how the Company's stockholders will vote at the
meeting of the stockholders, the possibility that competing offers
will be made, the possibility that equity financing may not be
available and the possibility that various closing conditions for
the transaction may not be satisfied or waived. The Company has
based these forward-looking statements largely on its current
expectations and projections about future events and financial
trends that it believes may affect its financial condition, results
of operations, business strategy and financial needs. Information
regarding these risks, uncertainties and other factors is included
in the Company's annual report on Form 10-K and other filings with
the SEC.
Contact Information
In China:
|
In the
U.S.
|
Trunkbow
International Holdings Limited
|
The Piacente
Group
|
Ms. Alice Ye, Chief
Financial Officer
|
Ms. Brandi
Floberg
|
Phone: +86 (10)
8571-2518 (Beijing)
|
Phone: + (1)
212-481-2050 (New York)
|
Email:
ir@trunkbow.com
|
E-mail:
trunkbow@tpg-ir.com
|
SOURCE Trunkbow International Holdings Limited