BEIJING, Sept. 25, 2012 /PRNewswire-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 filed with the Securities and Exchange Commission
("SEC") the definitive proxy statement in connection with the
previously announced merger under the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of June
8, 2012, by and among 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") and the Company, 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"). If completed, the proposed merger would result in
the Company becoming a privately held company and its common stock
would no longer be listed on the NASDAQ Global Market. China
TransInfo public stockholders will be entitled to receive
$5.80 per share of Company common
stock in cash, without interest.
The special meeting of stockholders ("Special Meeting") to
consider and vote upon, among other things, the Merger Agreement
and the Merger has been scheduled for Monday, October 29, 2012, at 10:00 a.m., Beijing time, at the Company's office at 9th
Floor, Vision Building, No. 39 Xueyuanlu, Haidian District,
Beijing 100191, People's Republic
of China. China TransInfo stockholders of record at the close
of business, New York time, on
Monday, September 24, 2012, will be
entitled to vote at the Special Meeting.
A special committee of the Company's board of directors
("Special Committee"), consisting entirely of independent
directors, unanimously determined that the Merger Agreement and the
transactions contemplated thereby are advisable, fair to and in the
best interests of the Company and its unaffiliated stockholders and
recommended that the board of directors approve and declare the
advisability of the Merger Agreement and the transactions
contemplated thereby. The board of directors, after careful
consideration and acting on the unanimous recommendation of the
Special Committee, determined that the Merger Agreement and the
transactions contemplated thereby are advisable, fair to and in the
best interests of the Company and its unaffiliated
stockholders. The board of directors and Special Committee of
China TransInfo both recommend that all China TransInfo
stockholders vote "FOR" the Merger.
China TransInfo stockholders are encouraged to read the
Company's definitive proxy materials in their entirety as they
provide, among other things, a detailed discussion of the process
that led to the proposed merger and the reasons behind the
unanimous recommendation by the board of directors and the Special
Committee that stockholders vote "FOR" the proposal to
approve the Merger Agreement. China TransInfo stockholders
who have questions about the merger, need assistance in submitting
their proxy or voting their shares should contact the Company's
proxy solicitor, Okapi Partners LLC, toll-free at (855) 305 0855,
collect at (212) 297 0720 or by email at
info@okapipartners.com.
Important Additional Information and Where to Find it
In connection with the proposed transaction, the Company has
filed a definitive proxy statement and other relevant documents
concerning the transaction with the SEC, and may file with the SEC
other documents regarding the proposed transaction. A
definitive proxy statement and a form of proxy will be mailed to
stockholders of the Company on or about September 26, 2012. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT the proposed transaction, the persons soliciting
proxies in connection with the proposed transaction on behalf of
the Company and the interests of those persons in the proposed
transaction and related matters. Stockholders will be able to
obtain these documents, as well as other filings containing
information about the Company, the proposed transaction and related
matters, without charge, from the SEC's website
(http://www.sec.gov). In addition, these documents can be
obtained, without charge, by contacting the Company at 9th Floor,
Vision Building, No. 39 Xueyuanlu, Haidian District, Beijing 100191, People's Republic of China, 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 our
stockholders with respect to the proposed transaction. You can find
information about the Company's executive officers and directors in
its Annual Report on Form 10-K for the year ended December 31, 2011 filed on March 30, 2012. Additional information
regarding the interests of such potential participants is included
in the definitive proxy statement and the other relevant documents
filed with the SEC.
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 transaction 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.