BEIJING and SANTA CLARA, Calif., Jan. 15, 2014 /PRNewswire-FirstCall/ --
AsiaInfo-Linkage, Inc. (NASDAQ: ASIA) ("AsiaInfo-Linkage" or the
"Company"), a leading provider of telecommunication software
solutions and services in China,
today announced the completion of the merger (the "Merger")
contemplated by the previously announced Agreement and Plan of
Merger (the "Merger Agreement"), dated May
12, 2013, by and among the Company, Skipper Limited
("Parent") and Skipper Acquisition Corporation ("Merger Sub"). As a
result of the Merger, Merger Sub merged with and into the Company,
with the Company continuing as the surviving company after the
Merger as a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's stockholders at a special meeting held on
December 19, 2013, each share of
Company common stock issued and outstanding immediately prior to
the effective time of the Merger (the "Effective Time") (other than
the excluded shares and the dissenting shares) was converted into
the right to receive US$12.00 in cash
without interest. An "excluded share" is a share of Company common
stock held (i) in the treasury of the Company or (ii) by Parent or
any direct or indirect wholly owned subsidiary of Parent (including
Merger Sub) immediately prior to the Effective Time, including each
share of Company common stock contributed to Parent by the rollover
stockholders in accordance with certain rollover agreements entered
into by Parent and the rollover stockholders and each share of
Company common stock contributed to Parent by certain other
stockholders of the Company in accordance with certain additional
rollover agreements. A "dissenting share" is a share of Company
common stock held by a stockholder who is entitled to demand and
properly demands appraisal of such share pursuant to, and who
complies in all respects with, Section 262 of the General
Corporation Law of the State of
Delaware, as amended.
Stockholders entitled to the merger consideration will receive a
letter of transmittal and instructions on how to surrender their
stock certificates in exchange for the merger consideration, and
should wait to receive the letter of transmittal before
surrendering their stock certificates.
The Company requested that trading of its shares of common stock
on NASDAQ Stock Market LLC (the "NASDAQ") be suspended and that the
NASDAQ file a Form 25 with the Securities and Exchange Commission
(the "SEC") to delist and deregister the shares of Company common
stock. The Company intends to terminate its reporting obligations
under the Securities Exchange Act of 1934, as amended, by promptly
filing a Form 15 with the SEC. The Company's obligation to file
with the SEC certain reports and forms will be suspended
immediately as of the filing date of the Form 15 and will cease
once the deregistration becomes effective.
About AsiaInfo-Linkage, Inc.
AsiaInfo-Linkage, Inc. (NASDAQ: ASIA) is a leading provider of
high-quality software solutions and IT services to the
telecommunications industry. Headquartered in Beijing, AsiaInfo-Linkage employs more than
11,000 professionals worldwide. AsiaInfo-Linkage provides a full
suite of business and operational support solutions (BSS/OSS) and
associated professional services. AsiaInfo-Linkage's core Veris
product line includes billing and customer care systems that serve
nearly a billion subscribers globally – almost one seventh of the
world's population – plus business intelligence, network management
and solutions.
AsiaInfo-Linkage's customers work with it to converge large
scale pre- and post-paid mobile operations; improve time to market
for new products and services; and develop cost-effective new
business models. In China, AsiaInfo-Linkage has more than 50%
market share in billing, CRM and business intelligence through its
longstanding partnerships with China Mobile, China Unicom and China
Telecom. AsiaInfo-Linkage aims to be the leading IT solutions
provider to the global telecommunications industry, enabling the
Connected Digital Lifestyle, and helping its customers build,
maintain, operate and constantly improve their network
infrastructure and IT environment.
For more information about AsiaInfo-Linkage, please visit
www.asiainfo-linkage.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking" statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These statements can be identified by the use
of forward-looking terminology such as "believe," "expect," "may,"
"will," "should," "project," "plan," "seek," "intend," or
"anticipate" or the negative thereof or comparable terminology.
Such forward-looking statements involve inherent risks,
uncertainties and assumptions. Further information regarding these
and other risks is included in the Company's filings with the SEC.
These forward-looking statements reflect the Company's expectations
as of the date of this press release. The Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
For investor and media inquiries, please contact:
In China:
Investor Relations
AsiaInfo-Linkage, Inc.
Email: ir@asiainfo-linkage.com
In the United
States:
Mr. Justin Knapp
Ogilvy Financial
Tel: +1-616-551-9714
Email: asia@ogilvy.com
SOURCE AsiaInfo-Linkage, Inc.