- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
24 Outubro 2012 - 1:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive Proxy Statement
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[X]
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Definitive Additional Materials
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[ ]
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Soliciting Material Under Rule
14a-12
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CHINA TRANSINFO TECHNOLOGY
CORP.
(Name of Registrant as Specified in its
Charter)
Payment of Filing Fee (Check the appropriate box):
[ ]
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No fee required
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[X]
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11(c)(1)
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(1)
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Title of each class of securities to which transaction
applies:
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Common stock, par value $0.001 per share of China
TransInfo Technology Corp. (
common stock
)
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(2)
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Aggregate number of securities to which transaction
applies:
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(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 (the
Rollover
Shares
)*), (B) 924,901 shares of common stock underlying outstanding
options as of June 25, 2012 with an exercise price below $5.80 per share,
and (C) 5,555 shares of common stock underlying outstanding warrants as of
June 25, 2012 with an exercise price below $5.80 per share.
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* The Rollover Shares are being contributed to Shudong
Investments Limited immediately prior to the consummation of the
merger.
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(3)
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 and the Securities and
Exchange Commission Fee Rate Advisory #3 for Fiscal Year 2012 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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The proposed maximum aggregate value of the transaction
for purposes of calculating the filing fee is $76,745,899. The maximum
aggregate value of the transaction was calculated based upon 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 the Rollover Shares) multiplied by $5.80 per
share merger consideration, (B) 924,901 shares of common stock underlying
outstanding options as of June 25, 2012 with an exercise price below $5.80
per share 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 filing fee equals
the product of 0.0001146 multiplied by the maximum aggregate value of the
transaction.
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1
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(4)
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Proposed maximum aggregate value of transaction:
$76,745,899
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(5)
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Total fee paid: $8,796
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[X]
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Fee paid previously with preliminary materials.
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[X]
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of its
filing.
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(1)
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Amount Previously Paid: $560.89
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(2)
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Form, Schedule or Registration Statement No.: Form S-3
(Registration No. 333 -162689)
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(3)
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Filing party: China TransInfo Technology Corp.
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(4)
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Date Filed: October 27, 2009
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2
October 24, 2012
Dear Stockholder:
Please find attached a supplement to the proxy statement
previously sent to you in connection with the special meeting of stockholders of
China TransInfo Technology Corp. (the
Company
) to be held on October
29, 2012.
At the special meeting, you will be asked to consider and vote
upon proposals to approve (i) the Agreement and Plan of Merger, dated as of June
8, 2012 (the
merger agreement
), with TransCloud Company Limited, a
Cayman Islands exempted company with limited liability (
Parent
) and
TransCloud Acquisition, Inc., a Nevada corporation and a wholly owned subsidiary
of Parent, (
Merger Sub
), 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 were formed
and are beneficially owned by Mr. Shudong Xia (
Mr. Xia
), and (ii)
adjournment of the special meeting, if necessary or appropriate, to solicit
additional proxies if there are insufficient votes at the time of the special
meeting to approve the merger agreement.
If the merger is approved and completed,
you will be
entitled to receive $5.8 in cash for each share of the Company common stock that
you own.
Your board of directors, by unanimous vote and after careful
consideration,
recommends that all stockholders vote:
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FOR
the proposal to approve the merger agreement, and
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FOR
the proposal to approve the adjournment of the special
meeting, if necessary or appropriate, to solicit additional proxies if there
are insufficient votes at the time of the special meeting to approve the
merger agreement.
The merger must be approved by the affirmative vote by both (i)
the holders of a majority of the shares of Company common stock and (ii) the
holders of a majority of the shares of Company common stock (excluding the
shares of Company common stock owned by Mr. Xia, Ms. Danxia
Huang, Mr. Shufeng Xia, Karmen Investment Holdings Limited and SAIF Partners
III, L.P.) The approval of the adjournment of the special meeting requires the
affirmative vote of the holders of at least a majority of the shares of Company
common stock present and entitled to vote at the special meeting as of the
record date, whether or not a quorum is present.
A failure to cast any vote on the merger proposal will have
the same effect as a vote against the proposal.
Therefore, regardless of the
number of shares you own, it is important they be represented at the meeting.
Your vote is important to us and we need your support.
3
If you have any questions relating to the stockholder meeting
or voting your shares, you may contact the Companys proxy solicitor, Okapi
Partners LLC, toll-free at (855) 305-0855, collect at (212) 297-0720, or by email
at info@okapipartners.com.
Thank you in advance for your support and for acting promptly.
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By Order of the Board of Directors,
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Shudong Xia
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Chairman, President, Chief Executive Officer
and Secretary
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4
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