Global-Tech Advanced Innovations Inc. (NASDAQ: GAI) (the “Company”)
today announced that, at an extraordinary general meeting of its
shareholders held on March 17, 2016 (the “EGM”), the Company’s
shareholders voted in favor of the proposal to authorize and approve the
previously announced agreement and plan of merger dated as of December
4, 2015 (the ‘‘Merger Agreement’’), among the Company, Timely Star
Limited and Timely Merit Limited (“Merger Sub”), the articles of merger
and plan of merger required to be filed with the Registrar of Corporate
Affairs of the British Virgin Islands as provided in Section 171(2) of
the BVI Companies Act, 2004 of the British Virgin Islands (together, the
“Plan of Merger”), and the transactions contemplated thereby, including
the Merger (as defined below). Pursuant to the Merger Agreement and the
Plan of Merger, Merger Sub will be merged with and into the Company (the
“Merger”) with the Company continuing as the surviving corporation.
Approximately 87.07% of the Company’s total outstanding ordinary shares
(a “Share”) voted in person or by proxy at the EGM. The proposal to
approve the Merger Agreement, the Plan of Merger, and the transactions
contemplated thereby, including the Merger, received approval from (i)
approximately 99.92% of the Shares present and voting in person or by
proxy as a single class at the EGM, and (ii) approximately 99.64% of the
outstanding Shares (excluding the Shares beneficially owned by Mr. John
C.K. Sham (the president and chief executive officer of the Company),
Wing Shing Holdings Company Limited, Hui Shun Chi, Jenny Tsai and Estee
Sham and the Shares held by the Company or any subsidiary of the
Company) present and voting in person or by proxy at the EGM.
The parties expect to complete the Merger as soon as practicable,
subject to the satisfaction or waiver of the conditions set forth in the
Merger Agreement. Upon completion of the Merger, the Company will become
a privately held company and its Shares will no longer be listed on the
Nasdaq Stock Market LLC.
About Global-Tech Advanced Innovations Inc.
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.
Safe Harbor: Forward-Looking Statement
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 include, among others,
those concerning expected benefits and costs of the proposed Merger;
management plans relating to the Merger; the expected timing of the
completion of the Merger; the parties’ ability to complete the Merger
considering the various closing conditions, including any conditions
related to regulatory approvals, as well as all assumptions,
expectations, predictions, intentions or beliefs about future events.
All of such assumptions are inherently subject to uncertainties and
contingencies beyond the Company’s control and based upon premises with
respect to future business decisions, which are subject to change. The
Company does not undertake any obligation to update any forward-looking
statements, except as required under applicable law.
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