Global-Tech Advanced Innovations Inc. (NASDAQ: GAI) (the “Company”)
today announced that its Board of Directors (the “Board”) has formed a
special committee (the “Special Committee”) to consider potential
transactions involving the Company, including the previously announced
unsolicited preliminary non-binding proposal, which the Board received
from Company’s President and Chief Executive Officer, Mr. John C.K.
Sham, and certain of his controlled or affiliated entities
(collectively, the “Acquirer”), on August 1, 2015. In that proposal, the
Acquirer stated that it intends to acquire all of the outstanding common
shares of the Company not currently beneficially owned or controlled by
the Acquirer in a “going private” offer (the “Proposed Offer”).
The Special Committee consists of two independent, disinterested
directors of the Company, Mr. Barry J. Buttifant and Mr. Patrick Po-On
Hui, with Mr. Buttifant acting as the chairman of the Special Committee.
The Special Committee intends to retain independent legal and financial
advisors to assist it in its work.
The Company cautions its shareholders and others considering trading its
securities that neither the Board nor the Special Committee has made any
decision with respect to the Company’s response to the Proposed Offer.
There can be no assurance that any definitive offer will be made, that
any definitive agreement will be executed relating to the Proposed Offer
or that the Proposed Offer or any other transaction will be approved or
consummated. The Company does not undertake any obligation to provide
any updates with respect to this or any other transaction, except as
required under applicable law.
Global-Tech Advanced Innovations Inc. is a holding company, owning
subsidiaries that manufacture and market electronic components and other
related products, such as complementary metal oxide semiconductor (CMOS)
camera modules (CCMs). The primary focus of its subsidiaries is to
develop and market high-quality products for the communications industry
in China and export such products to markets in other countries
throughout the world.
Except for historical information, certain statements contained
herein are forward-looking statements that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of
1995. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," “should,” "estimates," or variations of such words
and similar expressions are intended to identify such forward-looking
statements. These forward-looking statements are subject to risks and
uncertainties, including but not limited to, the impact of competitive
products and pricing, demand for new and existing products in our core
business, the financial condition of the Company’s customers, product
demand and market acceptance especially of our new products, the success
of new product development especially in the area of cellular phone
components and solutions, compact camera modules and other pending
projects, reliance on material customers, suppliers and key strategic
alliances, the terms and conditions of customer contracts and purchase
orders, availability and cost of raw materials, the timely and proper
execution of certain business plans, including the plan to diversify and
transform a portion of manufacturing capacity to higher-value,
technology-oriented products, currency fluctuations, including the
revaluation of the Chinese Renminbi, the imposition by China’s trading
partners of economic sanctions and/or protective tariffs on Chinese
manufactured goods, uncertainties associated with investments, the
regulatory environment, fluctuations in operating results, the impact of
changing global, political and economic conditions and other risks
detailed from time to time in the Company's filings with the U.S.
Securities and Exchange Commission including its most recent Report on
Form 20-F. The Company does not undertake to update its
forward-looking information, or any other information contained or
referenced in this press release to reflect future events or
circumstances.
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