{"id":507409,"date":"2021-06-29T00:27:03","date_gmt":"2021-06-29T04:27:03","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/buyer-consortium-commences-a-solicitation-of-consents-from-shareholders-of-hollysys-automation-technologies-to-seek-support-on-shareholder-resolutions-regarding-its-17-10-per-share-in-cash-acquisitio\/"},"modified":"2021-06-29T00:27:03","modified_gmt":"2021-06-29T04:27:03","slug":"buyer-consortium-commences-a-solicitation-of-consents-from-shareholders-of-hollysys-automation-technologies-to-seek-support-on-shareholder-resolutions-regarding-its-17-10-per-share-in-cash-acquisitio","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/buyer-consortium-commences-a-solicitation-of-consents-from-shareholders-of-hollysys-automation-technologies-to-seek-support-on-shareholder-resolutions-regarding-its-17-10-per-share-in-cash-acquisitio\/","title":{"rendered":"Buyer Consortium Commences a Solicitation of Consents from Shareholders of Hollysys Automation Technologies to Seek Support on Shareholder Resolutions Regarding its $17.10 Per Share in Cash Acquisition Proposal"},"content":{"rendered":"

<\/p>\n

Buyer Consortium Commences a Solicitation of Consents from Shareholders of Hollysys Automation Technologies to Seek Support on Shareholder Resolutions Regarding its $17.10 Per Share in Cash Acquisition Proposal<\/i><\/b><\/p>\n

\n\u00a0\n<\/p>\n

BEIJING–(BUSINESS WIRE<\/a>)–
\nThe buyer consortium (the \u201cConsortium\u201d) consisting of CPE Funds Management Limited, Mr. Shao Baiqing, and Ace Lead Profits Limited today commenced a solicitation of consents from shareholders of Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) (the \u201cCompany\u201d or \u201cHollysys\u201d) regarding the Consortium\u2019s proposed acquisition of the Company. The Consortium is mailing a letter to large beneficial-owner shareholders through their banks and brokers, along with a WHITE consent card. It is also posting instructions for how registered shareholders may submit consents on the dedicated website at Hollysyspublicsolicitation.net<\/a>.<\/i><\/p>\n

\nHollysys shareholders as of June 24, 2021 are eligible to submit consents. Shareholders with questions about how to submit consents should promptly contact Innisfree M&A Incorporated, the firm assisting the Consortium with the consent solicitation, at +1 (877) 750-9501 (toll-free from the U.S. and Canada), or at +1 (412) 232-3651 (from other locations), during the hours of 10:00 a.m-7:00 p.m. Eastern Standard Time, Monday-Friday, and 10:00 a.m.-2:00 p.m. Eastern Standard Time on Saturdays. Shareholders may also seek assistance by email to Innisfree at HOLIconsent@innisfreema.com<\/a>.\n<\/p>\n

\nThe full text of the Consortium\u2019s letter being mailed to Hollysys shareholders is as follows:\n<\/p>\n

\nDear Fellow Shareholder,\n<\/p>\n

\nWe, the buyer consortium (the \u201cConsortium\u201d or \u201cwe\u201d) consisting of CPE Funds Management Limited, Mr. Shao Baiqing, and Ace Lead Profits Limited, are soliciting consents<\/b> from shareholders of Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) (the \u201cCompany\u201d or \u201cHollysys\u201d) to advance the proposed acquisition (the \u201cProposed Acquisition\u201d) of all outstanding ordinary shares of the Company not already owned by the Consortium at a price of $17.10 per share in cash<\/b> (\u201cPer Share Offer Price\u201d)pursuant to the revised binding proposal (the \u201cAcquisition Proposal\u201d) submitted by us on January 29, 2021. The Per Share Offer Price represents a premium of 37%<\/b> to the closing price of the Company\u2019s shares on December 4, 2020 (the last trading day preceding the date of the Consortium\u2019s initial acquisition proposal), a premium of 48%<\/b> to the 90-day volume-weighted average price as of December 4, 2020, and a premium of 21%<\/b> to the closing price of $14.16 on June 25, 2021.\n<\/p>\n

\nThis solicitation, if successful, will facilitate the Consortium\u2019s efforts to proceed with the Proposed Acquisition despite the inaction of the board of directors of the Company (the \u201cBoard\u201d). If shareholders holding more than 50% of the outstanding shares of the Company deliver their consents to the resolutions as provided in the consent card, such resolutions will become effective pursuant to the Company\u2019s articles of association and the BVI Business Companies Act 2004. The intention of these resolutions is, among others, to limit the Board\u2019s power to invoke and exercise rights pursuant to the Company\u2019s existing \u201cpoison pill\u201d in respect of the Proposed Acquisition. These approved resolutions, even after becoming effective, do not constitute an approval and authorization of the Proposed Acquisition by shareholders. Shareholders of the Company will be entitled to consider and vote upon the Proposed Acquisition at a special shareholder meeting to be called by the Board following the execution of a definitive merger agreement between the Consortium and the Company in respect of the Proposed Acquisition.\n<\/p>\n

We Urge Shareholders to Take Immediate Actions – Time is of the Essence<\/span><\/i><\/p>\n

\nPlease review the instructions provided under the \u201cHow to Consent<\/i>\u201d section on the dedicated website at Hollysyspublicsolicitation.net<\/a><\/span><\/i>to see how you will receive the consent materials, including the WHITE consent card. Please then submit your consent by following the instructions on the enclosed WHITE consent card by signing, dating and returning the enclosed WHITE consent card in the postage-paid envelope provided.\n<\/p>\n

Given the urgency of the situation, please submit your signed WHITE consent card to us as soon as possible before July 22, 2021<\/span><\/b>. Your executed consent will remain revocable until we obtain consents from shareholders holding more than 50% of the outstanding shares of the Company.\n<\/p>\n

\nAs detailed on the consent card, we seek your consent with regard to the following resolutions:\n<\/p>\n

    \n
  1. \nthe Per Share Offer Price is acceptable to the shareholders of the Company;
    \n<\/li>\n
  2. \nthe Board shall expeditiously enter into discussion with the Consortium with a view to enter into a definitive merger agreement in a timely manner in respect of the Proposed Acquisition at the Per Share Offer Price;
    \n<\/li>\n
  3. \nthe Rights Agreement shall be unexercisable in respect of the Proposed Acquisition, the Tender Offer (as defined in the shareholder consent document) and Consortium Actions (as defined in the shareholder consent document);
    \n<\/li>\n
  4. \nthe Company shall not issue (or agree to issue) any shares with special rights or at a discount to the current market value of the ordinary shares of the Company without the prior approval of a resolution of the Company\u2019s shareholders; and
    \n<\/li>\n
  5. \neach director of the Company shall take all other actions necessary or desirable to give effect to the foregoing resolutions, including taking all actions (or refraining from taking any actions, as the case may be) necessary to render all rights under the Rights Agreement unexercisable in respect of the Proposed Acquisition, the Tender Offer or Consortium Action.\n<\/li>\n<\/ol>\n

    Why We Need Shareholders\u2019 Support<\/span><\/i><\/p>\n

    \nFive months have passed since the Consortium submitted the Acquisition Proposal on January 29, 2021, and yet the Board has not provided any updates on its review of the Acquisition Proposal. Neither did the Board ever<\/i><\/b> engage with the Consortium to discuss the Acquisition Proposal despite our frequent public urging to the Board to do so and multiple warnings to the Board of it breaching its fiduciary duties for not acting on the Acquisition Proposal.\n<\/p>\n

    \nIn the meantime, the Board and management are running the Company into the ground. The Company\u2019s operational and financial conditions have been in a downward spiral since the abrupt removal of previous management without cause in July 2020. A close look at the financial results of operations for the nine-month period ended March 31, 2021 reveals significantly deteriorating financial and operational conditions of the Company. For example:\n<\/p>\n