China TransInfo Technology Corp. Stockholders Vote to Approve
Merger
BEIJING, Oct. 30, 2012 /PRNewswire-FirstCall/ -- China
TransInfo Technology Corp. ("China TransInfo" or the "Company")
(NASDAQ: CTFO), 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, at the special meeting of stockholders of the Company held on
October 29, 2012, the Company's
stockholders voted, among other things, in favor of the proposal to
approve the previously announced Agreement and Plan of Merger,
dated as of June 8, 2012 (the "Merger
Agreement"), by and among the Company, 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. Approximately 75.2% of the Company's total outstanding
shares of common stock voted in person or by proxy at the special
meeting. Approximately 74.9% of the shares outstanding voted in
favor of the proposal to approve the Merger Agreement. The proposal
to approve the Merger Agreement was also approved by approximately
55.3% of the shares of common stock outstanding held by the
stockholders other than Mr. Shudong
Xia, Ms. Danxia Huang, Mr. Shufeng
Xia, Karmen Investment Holdings Limited and SAIF Partners
III, L.P., satisfying the "majority of the minority" voting
requirement set forth in the Merger Agreement.
The parties currently expect to complete the merger in the last
quarter of 2012, subject to the satisfaction or waiver of the
conditions set forth in the Merger Agreement. 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.
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. Such
statements include, among others, those concerning the expected
timing of the completion of the merger, the parties' ability to
complete the merger considering the various closing conditions, as
well as all assumptions, expectations, predictions, intentions or
beliefs about future events. Forward-looking statements can be
identified by the use of forward-looking terminology such as
"will," "believes," "expects" or similar expressions. Such
information is based upon expectations of our management that were
reasonable when made but may prove to be incorrect. All of such
assumptions are inherently subject to uncertainties and
contingencies beyond our control and based upon premises with
respect to future business decisions, which are subject to change.
We do not undertake to update the forward-looking statements
contained in this press release. Among others, the following risks,
uncertainties and other factors could cause actual results to
differ from those set forth in the forward-looking statements: the
risk that the merger may be delayed or may not be consummated; the
risk that the Merger Agreement may be terminated in circumstances
that require us to pay a termination fee; risks related to the
diversion of management's attention from our ongoing business
operations; risks regarding the failure of Parent to obtain the
necessary financing to complete the merger; the effect of the
announcement of the proposed merger or operational activities taken
in anticipation of the merger on our business relationships,
operating results and business generally; the outcome of any legal
proceedings that have been or may be instituted against us related
to the Merger Agreement; the amount of the costs, fees, expenses
and charges related to the merger; and risks related to obtaining
the requisite consents to the merger. For a description of
additional risks and uncertainties that may cause actual results to
differ from the forward-looking statements contained in this press
release, see our most recent Annual Report on Form 10-K filed with
the Securities and Exchange Commission ("SEC"), and our subsequent
SEC filings. Copies of filings made with the SEC are available
through the SEC's electronic data gathering analysis retrieval
system at http://www.sec.gov.
Company
Contact:
|
Investor Relations Contact:
|
Ms. Fan
Zhou, Investor Relations Director
|
Mr. John
Harmon, CFA, Sr. Acct. Manager
|
China
TransInfo Technology Corp.
|
CCG
Investor Relations
|
E-mail:
ir@ctfo.com
|
E-mail:
john.harmon@ccgir.com
|
Tel: + 86
10–5169 1657
|
Tel: +86
10–8573 1014
|
|
Website:
www.ccgirasia.com
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SOURCE China TransInfo Technology Corp.