UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
CHINA TRANSINFO TECHNOLOGY CORP.
(Name of Issuer)
CHINA TRANSINFO TECHNOLOGY CORP.
TRANSCLOUD
COMPANY LIMITED
TRANSCLOUD ACQUISITION, INC.
SHUDONG
INVESTMENTS LIMITED
KARMEN INVESTMENT HOLDINGS LIMITED
SAIF PARTNERS III, L.P.
SAIF PARTNERS IV, L.P.
SHUDONG XIA
DANXIA HUANG
SHUFENG XIA
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of
Class of Securities)
169453107
(CUSIP Number of Class of Securities)
China TransInfo Technology Corp.
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TransCloud Company Limited
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9th Floor, Vision Building,
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TransCloud Acquisition, Inc.
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No. 39 Xueyuanlu, Haidian District,
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Shudong Investments Limited
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Beijing, China 100191
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Karman Investment Holding Ltd.
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Attn: Shudong Xia
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Shudong Xia
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+(86) 10-51691999
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Danxia Huang
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|
Shufeng Xia
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SAIF Partners III L.P.
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9th Floor, Vision Building,
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SAIF Partners IV L.P.
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No. 39 Xueyuanlu, Haidian District,
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Suite 2115, Two Pacific Place
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Beijing, China 100191
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88 Queensway
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Attn: Shudong Xia
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Admiralty, Hong Kong
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+(86) 10-51691999
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Attn: Andrew Y. Yan
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+ (852) 2234 9116
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(Name, address and telephone number of person authorized to
receive
notices and communications on behalf of the persons filing
statement)
With copies to:
Lee Edwards
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Peter X. Huang
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Louis A. Bevilacqua
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Shearman & Sterling LLP
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Skadden, Arps, Slate, Meagher &
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Stephen R. Rusmisel
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12
th
Floor East Tower, Twin Towers
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Flom LLP
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Pillsbury Winthrop Shaw Pittman
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B-12 Jianguomenwai Dajie
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30th Floor, China World Office 2
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LLP
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Beijing 100022, China
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1 Jianguomenwai Avenue
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2300 N Street, N.W.
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Beijing 100004, China
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Washington, DC 20037
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USA
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This statement is filed in connection with (check the
appropriate box):
[X] The
filing of solicitation materials on an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange
Act of 1934.
[
] The filing of a
registration statement under the Securities Act of 1933.
[
] A tender offer.
[
] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are preliminary copies:
[X]
Check the following box if the filing is a final amendment
reporting the results of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction
Valuation*
|
|
Amount of Filing Fee**
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$76,745,899
|
|
$8,796
|
*
Calculated solely for the purpose of determining the filing fee. The filing fee
is calculated based on the sum of (A) 13,071,944 shares of common stock issued
and outstanding as of June 25, 2012 (consisting of the 25,270,069 shares of
common stock outstanding as of June 25, 2012 minus 12,198,125 shares held by Mr. Shudong Xia, Karmen Investment Holdings Limited, SAIF Partners III, L.P., Ms.
Danxia Huang and Mr. Shufeng Xia) multiplied by $5.80 per share merger
consideration, (B) 924,901 shares of common stock underlying outstanding options as of June 25, 2012 multiplied by $0.98 per share (which is the
difference between the $5.80 per share merger consideration and the weighted
average exercise price of such options of $4.82 per share), and (C) 5,555 shares
of common stock underlying outstanding warrants as of June 25, 2012 multiplied
by $4.00 per share (which is the difference between the $5.80 per share merger
consideration and the weighted average exercise price of $1.80 per share).
** The
amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the
Securities Exchange Act of 1934 and the Securities and Exchange Commission Fee
Rate Advisory #3 for Fiscal Year 2012, is calculated by multiplying the
Transaction Valuation by 0.0001146.
[X] Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
Amount Previously Paid: $8,796
Form or Registration No.:
Schedule 14APreliminary Proxy Statement
Filing Party: China TransInfo Technology Corp.
Date Filed: June 26, 2012
TABLE OF CONTENTS
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Page
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INTRODUCTION
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1
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Item 1
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Summary Term Sheet
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2
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Item 2
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Subject Company Information
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2
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Item 3
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Identity and Background of Filing Person
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3
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Item 4
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Terms of the Transaction
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3
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Item 5
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Past Contacts, Transactions, Negotiations and
Agreements
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4
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Item 6
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Purposes of the Transaction and
Plans or Proposals
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6
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Item 7
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Purposes, Alternatives, Reasons and Effects
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7
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Item 8
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Fairness of the Transaction
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8
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Item 9
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Reports, Opinions, Appraisals and Negotiations
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10
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Item 10
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Source and Amounts of Funds or
Other Consideration
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10
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Item 11
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Interest in Securities of the Subject Company
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11
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Item 12
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The Solicitation or
Recommendation
|
11
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Item 13
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Financial Statements
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12
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Item 14
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Persons/Assets, Retained,
Employed, Compensated Or Used
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12
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Item 15
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Additional Information
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13
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Item 16
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Exhibits
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13
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INTRODUCTION
This Rule 13E-3 transaction statement on Schedule 13E-3,
together with the exhibits hereto (this
Schedule 13E-3
or
Transaction Statement
), is
being filed with the Securities and Exchange Commission (the
SEC
)
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended
(the
Exchange Act
) jointly by the following persons (each, a
Filing
Person
, and collectively, the
Filing Persons
): China TransInfo
Technology Corp., a Nevada corporation (
CTFO
or the
Company
),
the issuer of the common stock, par value $0.001 per share (
Company common
stock
) that is subject to the Rule 13e-3 transaction; Shudong Investments
Limited, a British Virgin Islands company (
Holdco
), TransCloud Company
Limited, a Cayman Islands exempted company with limited liability and a wholly
owned subsidiary of Holdco (
Parent
), TransCloud Acquisition, Inc., a
Nevada corporation and a wholly owned, direct subsidiary of Parent (the
Merger Sub
), Karmen Investment Holdings Limited, a British Virgin
Islands company (
Karmen
), SAIF Partners III, L.P., a limited
partnership formed in the Cayman Islands (
SAIF III
), SAIF Partners IV,
L.P., a limited partnership formed in the Cayman Islands (
SAIF IV
),
Shudong Xia (
Mr. Xia
), the chairman, president, chief executive officer
and secretary of the Company, Danxia Huang and Shufeng Xia.
On June 8, 2012, Parent, Merger Sub and the Company entered
into an Agreement and Plan of Merger (the
merger agreement
) providing
for the merger of Merger Sub with and into the Company (the
merger
),
with the Company surviving the merger as a wholly owned subsidiary of Parent.
Parent and Merger Sub are currently beneficially owned by Mr. Xia. Prior to the
effective time of the merger, (i) each of Mr. Xia, Karmen, Danxia Huang, Shufeng
Xia and SAIF III (collectively, the
Rollover Holders
) will contribute
the shares of Company common stock beneficially owned by them (the
Rollover
Shares
) to Parent in exchange for newly issued ordinary shares of Holdco,
(ii) Mr. Xia will purchase newly issued shares of Holdco for a cash purchase
price of $26,955,708, and (iii) SAIF III will purchase newly issued shares of
Holdco for a cash purchase price of $11,552,446. At the effective time of the
merger, Parent and Merger Sub will be beneficially owned by the Rollover Holders
and SAIF IV.
Concurrently with the filing of this Schedule 13E-3, the
Company is filing with the SEC a preliminary Proxy Statement (the
Proxy
Statement
) under Regulation 14A of the Exchange Act, relating to a special
meeting of the stockholders of the Company at which the stockholders of the
Company will consider and vote upon, among other things, a proposal to approve
the merger agreement. A copy of the Proxy Statement is attached hereto as
Exhibit (a)(1) and a copy of the merger agreement is attached as Annex A to the
Proxy Statement.
Under the terms of the merger agreement, at the effective time
of the merger each outstanding share of the Company common stock will be
converted automatically into the right to receive $5.80 in cash (the
per
share merger consideration
), without interest, excluding (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 immediately prior to
the effective time of the merger or (ii) the Rollover Shares. The merger remains
subject to the satisfaction or waiver of the conditions set forth in the merger
agreement, including the affirmative vote of both (i) the holders of a majority
of the Company common stock and (ii) holders of a majority of the Company common
stock (excluding the Rollover Shares) at the special meeting of the
stockholders, or any adjournment or postponement thereof, in favor of the
approval of the merger agreement.
As of the effective time of the merger, each outstanding,
vested and unexercised option to purchase shares of Company common stock will be
cancelled and converted into the right to receive, as soon as reasonably
practicable after the effective time of the merger, a cash amount equal to the
number of shares underlying such option immediately prior to the effective time
of the merger multiplied by the amount by which $5.80 exceeds the exercise price
per share of such option, net of any applicable withholding taxes.
As of the effective time of the merger, each outstanding and
unvested option to purchase shares of Company common stock will be cancelled and
converted into the right to receive, as soon as reasonably practicable after the
effective time of the merger, a restricted cash award in an amount equal to the
number of shares underlying such option immediately prior to the effective time
of the merger multiplied the amount by which $5.80 exceeds the exercise price
per share of such option.
As of the effective time of the merger, each outstanding and
unexercised warrant to purchase shares of Company common stock will be cancelled
and converted into the right to receive, as soon as reasonably practicable after the effective time of the merger, a cash amount equal to
the total number of shares underlying such warrant immediately prior to the
effective time of the merger multiplied by the amount by which $5.80 exceeds the
exercise price per share of such warrant.
1
The cross-references below are being supplied pursuant to
General Instruction G to Schedule 13E-3 and show the location in the Proxy
Statement of the information required to be included in response to the items of
Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the
information contained in the Proxy Statement, including all annexes thereto, is
incorporated in its entirety herein by this reference, and the responses to each
item in this Schedule 13E-3 are qualified in their entirety by the information
contained in the Proxy Statement and the annexes thereto. As of the date hereof,
the Proxy Statement is in preliminary form and is subject to completion or
amendment. Capitalized terms used but not defined in this Schedule 13E-3 shall
have the meanings given to them in the Proxy Statement.
All information contained in this Schedule 13E-3 concerning
each Filing Person has been supplied by such Filing Person. No Filing Person,
including the Company, is responsible for the accuracy of any information
supplied by any other Filing Person.
The filing of this Transaction Statement shall not be construed
as an admission by any Filing Person, or by any affiliate of a Filing Person,
that the Company is controlled by any other Filing Person, or that any other
Filing Person is an affiliate of the Company within the meaning of Rule 13e-3
under Section 13(e) of the Exchange Act.
Item 1
|
Summary Term Sheet.
|
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER
Item 2
|
Subject Company Information.
|
(a)
Name and Address
. The information contained in the
section of the Proxy Statement entitled SPECIAL FACTORS RELATING TO THE
MERGERThe Parties is incorporated herein by reference.
(b)
Securities
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER
THE SPECIAL MEETINGRecord Date; Stockholders Entitled to
Vote; Quorum
COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL
OWNERS
COMMON STOCK TRANSACTION INFORMATION
The exact title of each class of the subject equity securities
is China TransInfo Technology Corp. common stock, par value $0.001 per share.
(c)
Trading Market and Price
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
MARKET PRICE AND DIVIDEND INFORMATION
2
(d)
Dividends
. The information set forth in the Proxy
Statement under the following caption is incorporated herein by reference:
MARKET PRICE AND DIVIDEND INFORMATION
(e)
Prior Public Offerings
. The information set forth in
the Proxy Statement under the following caption is incorporated herein by
reference:
COMMON STOCK TRANSACTION INFORMATION
(f)
Prior Stock Purchases
. The information set forth in
the Proxy Statement under the following caption is incorporated herein by
reference:
COMMON STOCK TRANSACTION INFORMATION
Item 3
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Identity and Background of Filing
Person.
|
(a)
Name and Address
. China TransInfo Technology Corp.
is the subject company. The information set forth in the Proxy Statement
contained in the section of the Proxy Statement entitled SPECIAL FACTORS
RELATING TO THE MERGERThe Parties and Annex DDirectors and Executive
Officers of Each Filing Person is incorporated herein by reference.
(b)
Business and Background of Entities
. The information
set forth in the Proxy Statement contained in the section of the Proxy Statement
entitled SPECIAL FACTORS RELATING TO THE MERGERThe Parties and Annex
DDirectors and Executive Officers of Each Filing Person is incorporated herein
by reference.
(c)
Business and Background of Natural Persons
. The
information set forth in the Proxy Statement contained in the section of the
Proxy Statement entitled SPECIAL FACTORS RELATING TO THE MERGERThe Parties
and Annex DDirectors and Executive Officers of Each Filing Person is
incorporated herein by reference.
Item 4
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Terms of the Transaction.
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(a) (1) Not applicable.
(a) (2) The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the
Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Approval
of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
the Buyer Group for the Merger
THE SPECIAL MEETINGRecord Date; Stockholders Entitled to
Vote; Quorum
3
SPECIAL FACTORS RELATING TO THE MERGERMaterial United States
Federal Income Tax Consequences
Annex AAGREEMENT AND PLAN OF MERGER
(c)
Different Terms
. The information set forth in the
Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERInterests of the
Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE
MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERFinancing of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERContribution Agreements
SPECIAL FACTORS RELATING TO THE
MERGERVoting Agreement
THE SPECIAL MEETINGStock Ownership
and Interests of Certain Persons
THE MERGER AGREEMENTTreatment of Common Stock, Restricted
Stock and Company Warrants
Annex AAGREEMENT AND PLAN OF MERGER
(d)
Appraisal Rights
. The information set forth in the
Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER
APPRAISAL RIGHTS
(e)
Provisions for Unaffiliated Security Holders
. The
information set forth in the Proxy Statement under SPECIAL FACTORS RELATING TO
THE MERGERRecommendation of Our Board of Directors and Special Committee;
Reasons for Recommending the Approval of the Merger Agreement; Fairness of the
Merger, is incorporated herein by reference. There have been no other
provisions in connection with the merger to grant unaffiliated security holders
access to the corporate files of the Filing Persons or to obtain counsel or
appraisal services at the expense of the Filing Persons.
(f)
Eligibility for Listing or Trading
. Not applicable.
Item 5
|
Past Contacts, Transactions, Negotiations
and Agreements.
|
(a)
Transactions
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the
Merger
SPECIAL FACTORS RELATING TO THE MERGERInterests of the
Companys Directors and Officers in the Merger
4
“SPECIAL FACTORS RELATING TO THE MERGER—Relationship Between Us and the Buyer Group”
“THE MERGER AGREEMENT”
“CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”
Annex A—AGREEMENT AND PLAN OF MERGER
(b)
Significant Corporate Events
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET RELATED TO THE MERGER”
“SPECIAL FACTORS RELATING TO THE MERGER—Background of the Merger”
“SPECIAL FACTORS RELATING TO THE MERGER—Interests of the Company’s Directors and Officers in the Merger”
“THE MERGER AGREEMENT”
Annex A—AGREEMENT AND PLAN OF MERGER
(c)
Negotiations or Contacts
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference.
“SPECIAL FACTORS RELATING TO THE MERGER—Background of the Merger”
“SPECIAL FACTORS RELATING TO THE MERGER—Interests of the Company’s Directors and Officers in the Merger”
“THE MERGER AGREEMENT”
Annex A—AGREEMENT AND PLAN OF MERGER
(e)
Agreements Involving the Subject Company’s Securities
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET RELATED TO THE MERGER”
“SPECIAL FACTORS RELATING TO THE MERGER—Background of the Merger”
“SPECIAL FACTORS RELATING TO THE MERGER—Interests of the Company’s Directors and Officers in the Merger”
SPECIAL FACTORS RELATING TO THE MERGERFinancing of the Merger
SPECIAL FACTORS RELATING TO THE MERGERContribution Agreements
SPECIAL FACTORS RELATING TO THE MERGERVoting Agreement
THE MERGER AGREEMENT
Annex AAGREEMENT AND PLAN OF MERGER
5
Item 6
|
Purposes of the Transaction and Plans or
Proposals.
|
(b)
Use of Securities Acquired
. The information set
forth in the Proxy Statement under the following captions is incorporated herein
by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE
MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPlans for the Company
THE MERGER AGREEMENT
Annex AAGREEMENT AND PLAN OF MERGER
(c)(1)-(8)
Plans
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the
Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Approval
of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
the Buyer Group for the Merger
SPECIAL FACTORS RELATING TO THE
MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPlans for the Company
SPECIAL FACTORS RELATING TO THE
MERGERFinancing of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERContribution Agreements
SPECIAL FACTORS RELATING TO THE
MERGERVoting Agreement
SPECIAL FACTORS RELATING TO THE MERGERInterests of the
Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGERDelisting and
Deregistration of the Company Common Stock
THE MERGER AGREEMENT
MARKET PRICE AND DIVIDEND
INFORMATION
Annex AAGREEMENT AND PLAN OF
MERGER
Annex BLIMITED GUARANTEE
6
Item 7
|
Purposes, Alternatives, Reasons and
Effects.
|
(a)
Purposes
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the
Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Approval
of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
the Buyer Group for the Merger
SPECIAL FACTORS RELATING TO THE
MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERPlans for the Company
THE MERGER AGREEMENT
Annex AAGREEMENT AND PLAN OF MERGER
(b)
Alternatives
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE MERGERBackground of the
Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Approval
of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPositions of the Buyer
Group regarding the Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
the Buyer Group for the Merger
SPECIAL FACTORS RELATING TO THE MERGEREffects on the Company
if Merger is not Completed
(c)
Reasons
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE MERGERBackground of the
Merger
7
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Approval
of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGEROpinion of William
Blair, Financial Advisor to the Special Committee
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
the Buyer Group for the Merger
(d)
Effects
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERCertain Effects of the
Merger
SPECIAL FACTORS RELATING TO THE MERGERPlans for the Company
SPECIAL FACTORS RELATING TO THE MERGERInterests of the
Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGERDelisting and
Deregistration of the Company Common Stock
THE MERGER AGREEMENTEffects of the Merger; Directors and
Officers; Certificate of Incorporation; Bylaws
THE MERGER AGREEMENTTreatment of Common Stock, Company
Options and Company Warrants
SPECIAL FACTORS RELATING TO THE MERGERMaterial United States
Federal Income Tax Consequences
APPRAISAL RIGHTS
Annex AAGREEMENT AND PLAN OF MERGER
Item 8
|
Fairness of the Transaction.
|
(a), (b)
Fairness; Factors Considered in Determining
Fairness
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the
Merger
SPECIAL FACTORS RELATING TO THE MERGEROpinion of William
Blair, Financial Advisor to the Special Committee
8
“SPECIAL FACTORS RELATING TO THE MERGER—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Approval of the Merger Agreement; Fairness of the Merger”
"SPECIAL FACTORS RELATING TO THE MERGER—Positions of the Buyer Group Regarding the Fairness of the Merger"
Annex C—FINANCIAL ADVISOR OPINION
(c)
Approval of Security Holders
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET RELATED TO THE MERGER”
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGRecord Date; Stockholders Entitled to Vote; Quorum
THE SPECIAL MEETINGVote Required
THE MERGER AGREEMENTConditions to the Merger
Annex AAGREEMENT AND PLAN OF MERGER
(d)
Unaffiliated Representative
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET RELATED TO THE MERGER”
“SPECIAL FACTORS RELATING TO THE MERGER—Background of the Merger”
“SPECIAL FACTORS RELATING TO THE MERGER—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Approval of the Merger Agreement; Fairness of the Merger”
“SPECIAL FACTORS RELATING TO THE MERGER—Opinion of William Blair, Financial Advisor to the Special Committee”
Annex C—FINANCIAL ADVISOR OPINION
(e)
Approval of Directors
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET RELATED TO THE MERGER”
“SPECIAL FACTORS RELATING TO THE MERGER—Background of the Merger”
“SPECIAL FACTORS RELATING TO THE MERGER—Purposes and Reasons of Our Board of Directors and Special Committee for the Merger”
“SPECIAL FACTORS RELATING TO THE MERGER—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Approval of the Merger Agreement; Fairness of the Merger”
(f)
Other Offers
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS RELATING TO THE MERGER—Background of the Merger”
9
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Approval
of the Merger Agreement; Fairness of the Merger
Item 9
|
Reports, Opinions, Appraisals and
Negotiations.
|
(a)-(c)
Report, opinion or appraisal; Preparer and summary
of the report, opinion or appraisal;
Availability of documents
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference.
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the
Merger
SPECIAL FACTORS RELATING TO THE MERGEROpinion of William
Blair, Financial Advisor to the Special Committee
WHERE YOU CAN FIND MORE INFORMATION
Annex CFINANCIAL ADVISOR OPINION
Item 10
|
Source and Amounts of Funds or Other
Consideration.
|
(a), (b)
Source of Funds; Conditions
. The information
set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE
MERGERFinancing of the Merger
SPECIAL FACTORS RELATING TO THE
MERGERContribution Agreements
THE MERGER AGREEMENTFinancing
Annex AAGREEMENT AND PLAN OF MERGER
(c)
Expenses
. The information set forth in the Proxy
Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGEREffects on the Company
if Merger is not Completed
SPECIAL FACTORS RELATING TO THE
MERGERFees and Expenses
THE MERGER AGREEMENTTermination
THE MERGER AGREEMENTTermination Fees
and Reimbursement of Expenses
Annex AAGREEMENT AND PLAN OF MERGER
(d)
Borrowed Funds
. The information set forth in the
Proxy Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERFinancing of the
Merger
10
Item 11
|
Interest in Securities of the Subject
Company.
|
(a)
Securities Ownership
. The information set forth in
the Proxy Statement under the following caption is incorporated herein by
reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERInterests of the
Companys Directors and Officers in the Merger
COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL
OWNERS
(b)
Securities Transactions
. The information set forth
in the Proxy Statement under the following caption is incorporated herein by
reference:
SPECIAL FACTORS RELATING TO THE MERGERInterests of the
Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE
MERGERBackground of the Merger
THE MERGER AGREEMENT
COMMON STOCK TRANSACTION INFORMATION
Annex AAGREEMENT AND PLAN OF MERGER
Item 12
|
The Solicitation or Recommendation.
|
(d)
Intent to Tender or Vote in a Going-Private
Transaction
. The information set forth in the Proxy Statement under the
following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERContribution
Agreements
SPECIAL FACTORS RELATING TO THE MERGERVoting Agreement
SPECIAL FACTORS RELATING TO THE MERGERInterests of the
Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Approval
of the Merger Agreement; Fairness of the Merger
THE SPECIAL MEETINGVote Required
THE SPECIAL MEETINGStock Ownership and Interests of Certain
Persons
COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL
OWNERS
11
(e)
Recommendation of Others
. The information set forth
in the Proxy Statement under the following caption is incorporated herein by
reference:
SUMMARY TERM SHEET RELATED TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Approval
of the Merger Agreement; Fairness of the Merger
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of
Our Board of Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Adoption
of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPositions of the Buyer
Group Regarding the Fairness of the Merger
THE SPECIAL MEETINGRecommendation of Our Board of Directors
and Special Committee
Item 13
|
Financial Statements.
|
(a)
Financial Information
. The audited consolidated
financial statements of the Company for the year ended December 31, 2011 are
incorporated herein by reference to the Companys Annual Report on Form 10-K for
the year ended December 31, 2011. The unaudited consolidated financial
statements of the Company for the fiscal quarter ended March 31, 2012 are
incorporated herein by reference to the Companys Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2012.
The information set forth in the Proxy Statement under the
following caption is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SELECTED FINANCIAL
INFORMATION
WHERE YOU CAN FIND MORE INFORMATION
(b)
Pro forma
information
. Not applicable.
Item 14
|
Persons/Assets, Retained, Employed,
Compensated Or Used.
|
(a)
Solicitations or Recommendations
. The information
set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the
Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Approval
of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERFees and Expenses
THE SPECIAL MEETINGSolicitation of Proxies
12
(b)
Employees and corporate assets
. The information set
forth in the Proxy Statement under the following caption is incorporated herein
by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the
Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Approval
of the Merger Agreement; Fairness of the Merger
THE SPECIAL MEETINGSolicitation of Proxies
Item 15
|
Additional Information.
|
(b)
Other material information
. The entirety of the
Proxy Statement, including all Annexes thereto, is incorporated herein by
reference.
(a)(1) Preliminary Proxy Statement of China TransInfo
Technology Corp., incorporated by reference to the Schedule 14A filed with the
Securities and Exchange Commission on June 26, 2012 (the
Preliminary Proxy
Statement
).
(a)(2) Form of Proxy Card, incorporated herein by reference to
the Preliminary Proxy Statement.
(a)(3) Notice of Special Meeting of Stockholders of the
Company, incorporated herein by reference to the Preliminary Proxy Statement.
(a)(4) Press Release dated as of June 8, 2012, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on June 8, 2012.
(b) Facility Agreement dated as of June 8, 2012, by and between
Parent and China Development Bank Corporation Hong Kong Branch, incorporated by
reference to Exhibit 7.03 to the Schedule 13D filed by Mr. Xia, Karmen, East
Action Investment Holdings Ltd. Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and
Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(c)(1) Opinion of William Blair & Company, dated June 7,
2012, incorporated herein by reference to Annex C to the Preliminary Proxy
Statement.
(c)(2) Presentation Materials prepared by William Blair &
Company for discussion with the special committee of the board of directors of
the Company, dated June 7, 2012.
(d)(1) Agreement and Plan of Merger, dated as of June 8, 2012,
by and among the Company, Parent and Merger Sub, incorporated herein by
reference to Annex A to the Preliminary Proxy Statement.
(d)(2) Limited Guarantee dated as of June 7, 2012, by and
between Mr. Xia and SAIF IV in favor of the Company, incorporated herein by
reference to Annex B to the Preliminary Proxy Statement.
(d)(3) SAIF Equity Commitment Letter, dated as of June 7, 2012,
by and between SAIF IV and Shudong Investments Limited, incorporated herein by
reference to Exhibit 7.04 to the Schedule 13D filed by Mr. Xia, Karmen, East
Action Investment Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and
Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(d)(4) Chairman Equity Commitment Letter, dated as of June 7,
2012, by and between Mr. Xia and Shudong Investments Limited, incorporated
herein by reference to Exhibit 7.05 to the Schedule 13D filed by Mr. Xia,
Karmen, East Action Investment Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
13
(d)(5) Voting Agreement, dated as of June 7, 2012, by and among the Company, TransCloud Company Limited, and the stockholders of the Company listed on Schedule A thereto, incorporated herein by reference to Exhibit 7.08 to the Schedule 13D filed by
Mr. Xia, Karmen, East Action Investment Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(d)(6) Contribution Agreement, dated as of June 7, 2012, by and among Parent, Shudong Investments Limited, Mr. Xia and the Rollover Holders listed on Schedule A thereto, incorporated herein by reference to Exhibit 7.06 to the Schedule 13D filed by
Mr. Xia, Karmen, East Action Investment Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(d)(7) Contribution Agreement, dated as of June 7, 2012, by and among Parent, Shudong Investments Limited and SAIF III, incorporated herein by reference to Exhibit 7.07 to the Schedule 13D filed by Mr. Xia, Karmen, East Action Investment Holdings
Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(f) Not applicable.
(g) Not applicable.
14
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
CHINA TRANSINFO TECHNOLOGY CORP.
|
|
|
|
|
|
|
|
By:
|
/s/
Shudong Xia
|
|
|
Shudong Xia
|
|
|
Chairman, President, Chief Executive and
Secretary
|
|
|
Dated: June 26, 2012
|
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
TRANSCLOUD COMPANY LIMITED
|
|
|
|
|
|
|
|
By:
|
/s/
Shudong Xia
|
|
|
Shudong Xia
|
|
|
Director
|
|
|
Dated: June 26, 2012
|
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
TRANSCLOUD ACQUISITION, INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Shudong Xia
|
|
|
Shudong Xia
|
|
|
Director
|
|
|
Dated: June 26, 2012
|
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
SHUDONG INVESTMENTS LIMITED
|
|
|
|
|
|
|
|
By:
|
/s/
Shudong Xia
|
|
|
Shudong Xia
|
|
|
Director
|
|
|
Dated: June 26, 2012
|
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
KARMEN INVESTMENT HOLDINGS LIMITED
|
|
|
|
|
|
|
|
By:
|
/s/
Shudong Xia
|
|
|
Shudong Xia
|
|
|
Director
|
|
|
Dated: June 26, 2012
|
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
SAIF PARTNERS III, L.P.
|
|
|
|
|
|
|
|
By:
|
/s/
Andrew Y. Yan
|
|
|
Andrew Y. Yan
|
|
|
Authorized Signatory
|
|
|
Dated: June 26, 2012
|
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
SAIF PARTNERS IV, L.P.
|
|
|
|
|
|
|
|
By:
|
/s/
Andrew Y. Yan
|
|
|
Andrew Y. Yan
|
|
|
Authorized Signatory
|
|
|
Dated: June 26, 2012
|
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
SHUDONG XIA
|
|
|
|
|
|
|
|
|
/s/
Shudong Xia
|
|
|
Dated: June 26, 2012
|
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
DANXIA HUANG
|
|
|
|
|
|
|
|
|
/s/
Danxia Huang
|
|
|
Dated: June 26, 2012
|
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
SHUFENG XIA
|
|
|
|
|
|
|
|
|
/s/
Shufeng Xia
|
|
|
Dated: June 26, 2012
|
EXHIBIT INDEX
(a)(1) Preliminary Proxy Statement of China TransInfo Technology
Corp., incorporated by reference to the Schedule 14A filed with the Securities
and Exchange Commission on June 26, 2012 (the
Preliminary Proxy
Statement
).
(a)(2) Form of Proxy Card, incorporated herein by reference to
the Preliminary Proxy Statement.
(a)(3) Notice of Special Meeting of Stockholders of the
Company, incorporated herein by reference to the Preliminary Proxy Statement.
(a)(4) Press Release dated as of June 8, 2012, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on June 8, 2012.
(b) Facility Agreement dated as of June 8, 2012, by and between
Parent and China Development Bank Corporation Hong Kong Branch, incorporated by
reference to Exhibit 7.03 to the Schedule 13D filed by Mr. Xia, Karmen, East
Action Investment Holdings Ltd. Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and
Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(c)(1) Opinion of William Blair & Company, dated June 7,
2012, incorporated herein by reference to Annex C to the Preliminary Proxy
Statement.
(c)(2) Presentation Materials prepared by William Blair &
Company for discussion with the special committee of the board of directors of
the Company, dated June 7, 2012.
(d)(1) Agreement and Plan of Merger, dated as of June 8, 2012,
by and among the Company, Parent and Merger Sub, incorporated herein by
reference to Annex A to the Preliminary Proxy Statement.
(d)(2) Limited Guarantee dated as of June 8, 2012, by and
between Mr. Xia and SAIF IV in favor of the Company, incorporated herein by
reference to Annex B to the Preliminary Proxy Statement.
(d)(3) SAIF Equity Commitment Letter, dated as of June 7, 2012,
by and between SAIF IV and Shudong Investments Limited, incorporated herein by
reference to Exhibit 7.04 to the Schedule 13D filed by Mr. Xia, Karmen, East
Action Investment Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and
Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(d)(4) Chairman Equity Commitment Letter, dated as of June 7,
2012, by and between Mr. Xia and Shudong Investments Limited, incorporated
herein by reference to Exhibit 7.05 to the Schedule 13D filed by by Mr. Xia,
Karmen, East Action Investment Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia,
SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June
8, 2012.
(d)(5) Voting Agreement, dated as of June 7, 2012, by and among
the Company, TransCloud Company Limited, and the stockholders of the Company
listed on Schedule A thereto, incorporated herein by reference to Exhibit 7.08
to the Schedule 13D filed by Mr. Xia, Karmen, East Action Investment Holdings
Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the
Securities and Exchange Commission on June 8, 2012.
(d)(6) Contribution Agreement, dated as of June 7, 2012, by and
among Parent, Shudong Investments Limited, Mr. Xia and Rollover Holders listed
on Schedule A thereto, incorporated herein by reference to Exhibit 7.06 to the
Schedule 13D filed by Mr. Xia, Karmen, East Action Investment Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities
and Exchange Commission on June 8, 2012.
(d)(7) Contribution Agreement, dated as of June 7, 2012, by and
among Parent, Shudong Investments Limited and SAIF III, incorporated herein by
reference to Exhibit 7.07 to the Schedule 13D filed by Mr. Xia, Karmen, East
Action Investment Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and
Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(f) Not applicable.
(g) Not applicable.
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