BEIJING, June 8, 2012 /PRNewswire-Asia-FirstCall/ -- China
TransInfo Technology Corp. (NASDAQ: CTFO) ("China TransInfo" or the
"Company"), a leading provider of comprehensive intelligent
transportation system ("ITS") in China through its affiliate, China TransInfo
Technology Group Co., Ltd. (the "Group Company"), today announced
that it has entered into an Agreement and Plan of Merger (the
"Merger Agreement") with TransCloud Company Limited, a Cayman Islands exempted company with limited
liability and indirectly wholly owned by Mr. Shudong Xia ("Parent"), TransCloud Acquisition,
Inc., a Nevada corporation and a
wholly owned, direct subsidiary of Parent ("Merger Sub"), pursuant
to which Merger Sub will merge with and into the Company, with the
Company continuing as the surviving corporation and a wholly owned
subsidiary of Parent (the "Merger").
Pursuant to the terms and subject to the conditions of the
Merger Agreement, each share of the common stock of the Company (a
"Share") issued and outstanding immediately prior to the effective
time of the Merger will be converted into the right to receive
US$5.80 in cash without interest (the
"Merger Consideration"), except for (i) Shares held by the Company
as treasury stock or owned, directly or indirectly, by Parent,
Merger Sub or any wholly owned subsidiary of the Company; and (ii)
Shares to be contributed to Parent by Mr. Shudong Xia and certain other stockholders of
the Company (collectively, the "Rollover Stockholders") pursuant to
the contribution agreements among Parent and the Rollover
Stockholders immediately prior to the effective time of the Merger
(the "Rollover Shares") , which will be cancelled without receiving
any consideration. The Merger Consideration represents a 12.6%
premium over the closing price on February
17, 2012, the last trading day prior to the Company's
announcement on February 21, 2012
that it had received a "going private" proposal, and a 52.6%
premium over the 90-trading day volume weighted average price as of
the same date, on February 17, 2012,
the last trading day prior to the Company's announcement on
February 21, 2012 that it had
received a "going private" proposal.
Each of the Company, Parent and Merger Sub has made customary
representations and warranties in the Merger Agreement. The Merger
contemplated by the Merger Agreement is subject to customary
closing conditions, including, but not limited to, (i) adoption of
the Merger Agreement by the affirmative vote of both (x) the
holders of a majority of the Shares and (y) holders of a majority
of the Shares (excluding the Rollover Shares), (ii) the absence of
any order, injunction or decree preventing or making illegal the
consummation of the Merger, (iii) truth and correctness of each
party's representations and warranties at closing and (iv) the
absence of any material adverse effect to the Company. The Merger
Agreement may be terminated under certain circumstances, including,
among others, termination by mutual agreement of the parties, and
termination by either party if the Merger is not consummated on or
before April 7, 2013, as set forth in
the Merger Agreement.
Parent has secured debt facility from China Development Bank
Corporation Hong Kong Branch to finance the transactions
contemplated by the Merger Agreement.
The Company's Board of Directors, acting upon the unanimous
recommendation of the Special Committee formed by the Board of
Directors, approved the Merger Agreement and resolved to recommend
that the Company's stockholders vote to adopt the Merger Agreement.
The Special Committee, which is composed solely of independent
directors unrelated to any of Parent, Merger Sub or any of the
management members of the Company, negotiated the terms of the
Merger Agreement.
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. William Blair
& Company, L.L.C. is serving as financial advisor to the
Special Committee. Pillsbury Winthrop Shaw Pittman LLP is serving
as U.S. legal advisor to the Company. Skadden, Arps, Slate, Meagher
& Flom LLP is serving as U.S. legal advisor to Mr. Shudong Xia and the buyer consortium.
Houlihan Lokey (China) Limited is serving as financial advisor
to Mr. Shudong Xia. McDermott Will & Emery LLP is serving as
U.S. legal advisor to William Blair
& Company, L.L.C.
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
transaction, which will include the Merger Agreement and related
documents. All parties desiring details regarding the transaction
are urged to review these documents, which are available at the
SEC's website (http://www.sec.gov).
The Company will file a proxy statement with the SEC in
connection with the proposed Merger with Merger Sub, pursuant to
which the Company would be acquired by Parent. In addition, certain
participants in the proposed transaction will prepare and mail to
the Company's stockholders a Schedule 13E-3 transaction statement.
These documents will be filed with or furnished to the SEC as soon
as practical. 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 PROPOSED MERGER, THE PERSONS SOLICITING PROXIES IN
CONNECTION WITH THE PROPOSED MERGER ON BEHALF OF THE COMPANY AND
THE INTERESTS OF THOSE PERSONS IN THE PROPOSED 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 proposed 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 China TransInfo
Technology Corp., 9th Floor, Vision Building, No. 39 Xueyuanlu,
Haidian District, Beijing, China
100191, telephone: (86) 10-51691999.
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 proposed 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 proposed Merger when it is 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 proposed Merger go
forward.
About China TransInfo.
China TransInfo, through its affiliate, the Group Company and
the Group Company's PRC operating subsidiaries, is primarily
focused on providing urban and highway transportation management
solutions and information services. The Company is a leading
transportation information products and comprehensive solutions
provider, and aims to be the largest real time transportation
information service provider and major fleet management service
provider in China. As the
co-formulator of several transportation technology national
standards, the Company owns nine patents and has won a majority of
the model cases awarded by the PRC Ministry of Transport. As a
result, the Company is playing a key role in setting the standards
for transportation information solutions in China. For more information, please visit the
Company's website at http://www.chinatransinfo.com.
Safe Harbor Statement
Certain statements herein that reflect management's expectations
regarding future events are forward-looking in nature and,
accordingly, are subject to risks and uncertainties. These
forward-looking statements include references to our announced
transaction with Parent and Merger Sub. These forward-looking
statements are only predictions and are not guarantees of
performance. These statements are based on beliefs and assumptions
of management, which in turn are based on currently available
information. These forward-looking statements also involve risks
and uncertainties, which could cause actual results to differ
materially from those contained in any forward-looking statement.
Many of these factors are beyond our ability to control or predict.
Important factors that could cause actual results to differ
materially from those contained in any forward-looking statement
include, without limitation, uncertainties as to the timing of the
Merger, uncertainties as to whether the stockholders approval will
be obtained, the possibility that various closing conditions for
the transaction may not be satisfied or waived, the possibility
that the debt facility may not be available and other risks and
uncertainties discussed in documents filed with the SEC by the
Company, as well as the proxy statement and Schedule 13E-3
transaction statement to be filed by the Company. Although we
believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
level of activity, performance or achievements. Moreover, neither
we nor any other person assumes responsibility for the accuracy or
completeness of any of these forward-looking statements. You should
not rely upon these forward-looking statements as predictions of
future events. We do not undertake any responsibility to update any
of these forward-looking statements to conform our prior statements
to actual results or revised expectations, except as expressly
required by law.
Company
Contact:
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Investor Relations
Contact:
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Ms. Fan Zhou, Investor
Relations Director
|
Mr. John Harmon, CFA,
Sr. Acct. Manager
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China TransInfo
Technology Corp.
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CCG Investor
Relations
|
E-mail:
ir@ctfo.com
|
E-mail:
john.harmon@ccgir.com
|
Tel: + 86
10-5169-1657
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Tel: +86
10-8573-1014
|
|
Website:
www.ccgirasia.com
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SOURCE China TransInfo Technology Corp.