Global-Tech Advanced Innovations Inc. (NASDAQ: GAI) (the “Company”)
today announced that the Company completed the merger of Timely Merit
Limited with and into the Company (the “merger”) by completing the
registration of the merger with the Registrar of Corporate Affairs of
the British Virgin Islands. Following the completion of the merger, the
Company will become a privately held company and the ordinary shares of
the Company (the “Shares”) will no longer be traded on the Nasdaq Stock
Market LLC (“NASDAQ”).
Under the terms of the merger agreement, each of the Shares issued and
outstanding immediately prior to the effective time of the merger has
been cancelled in exchange for the right to receive $8.85 in cash,
without interest and net of any applicable withholding taxes, other than
the Shares beneficially owned by Mr. John C.K. Sham, Wing Shing Holdings
Company Limited, Ms. Shun Chi Hui, Ms. Jenny Tsai and Ms. Estee Sham and
the Shares held by the Company or any of its subsidiaries (collectively,
the “Excluded Shares”). The Excluded Shares have been automatically
cancelled for no consideration at the effective time of the merger. The
Company did not receive any notice of objection from any shareholder
prior to the vote to approve the merger at the extraordinary general
meeting, which is required for exercising any dissenter rights under the
BVI Companies Act.
The Company has engaged American Stock Transfer & Trust Company, LLC as
its paying agent to process the payment of merger consideration to its
former shareholders. Shareholders of record as of the effective time of
the merger who are entitled to the merger consideration will receive a
letter of transmittal and instructions on how to surrender their share
certificates in exchange for the merger consideration. Shareholders
should wait to receive the letter of transmittal before surrendering
their share certificates. For any questions relating to the share
certificate surrender and payment procedures, shareholders of record may
contact American Stock Transfer & Trust Company, LLC, the Share paying
agent, at +1-718-921-8317 (or toll free in the U.S. at +1-877-248-6417).
The Company also announced today that it has requested that trading of
its Shares on NASDAQ be suspended. The Company requested NASDAQ to file
a notification on Form 25 with the Securities and Exchange Commission
(the “SEC”) to remove its Shares from listing on NASDAQ and withdraw the
registration of its registered securities under section 12(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
deregistration under section 12(b) will become effective in 90 days
after the filing of Form 25 or such shorter period as may be determined
by the SEC. The Company will also terminate the registration of its
registered securities under section 12(g) of the Exchange Act and
suspend its reporting obligations thereunder by filing a certificate and
notice on Form 15. The Company’s obligations to file with the SEC
certain reports and forms, including Form 20-F and Form 6-K, will be
suspended immediately as of the filing date of the Form 15 and will
terminate once the deregistration under section 12(g) becomes effective,
which is 90 days after the filing of Form 15 or such shorter period as
may be determined by the SEC.
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 merger; management
plans relating to the merger; 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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