BEIJING, March 10, 2014 /PRNewswire/ -- Trunkbow
International Holdings Limited (NASDAQ: TBOW) ("Trunkbow" or the
"Company"), a leading provider of mobile payment solutions and
mobile value added services in the PRC, today announced that it has
called a special meeting of its stockholders (the "Special
Meeting"), to be held on April 14,
2014, at 10:00 a.m.
(Beijing time), at the Company's
executive offices, Unit 1217-1218, 12F of Tower B, Gemdale Plaza
No. 91 Jianguo Road, Chaoyang District, Beijing, People's Republic of China, to
consider and vote on the proposal to adopt the previously announced
Agreement and Plan of Merger (the "Merger Agreement"), dated
December 10, 2013, by and among the
Company, Trunkbow Merger Group Limited ("Parent") and Trunkbow
International Merger Sub Limited ("Merger Sub").
Pursuant to the terms and subject to the conditions of the
Merger Agreement, Merger Sub will merge with and into the Company
with the Company as the surviving corporation and becoming a wholly
owned subsidiary of Parent (the "Merger"). If completed, the Merger
will result in the Company becoming a privately held company and
the shares of common stock of the Company will no longer be listed
on the NASDAQ Global Market. The Company's board of directors,
acting upon the unanimous recommendation of the special committee,
approved the Merger Agreement and the Merger and resolved to
recommend that the Company's stockholders vote to adopt the Merger
Agreement.
Stockholders of record as of the close of business, New York time, on March
10, 2014, the record date for the Special Meeting, are
entitled to receive notice of the Special Meeting and to vote the
shares of common stock of the Company owned by them at the Special
Meeting. Additional information regarding the Special Meeting and
the Merger Agreement can be found in the transaction statement on
Schedule 13E-3 and the definitive proxy statement on Schedule 14A,
filed with the Securities and Exchange Commission (the "SEC") on
March 10, 2014, which can be
obtained, along with other filings containing information about the
Company, the proposed Merger and related matters, without charge,
from the SEC's website (http://www.sec.gov) or at the SEC's public
reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, holders
of shares of common stock of the Company as of the record date will
receive the definitive proxy statement by mail. Requests for
additional copies of the definitive proxy statement should be
directed to Innisfree M&A Incorporated, the Company's proxy
solicitor, toll free at 1-877-825-8619, collect at +1-412-232-3651.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND
RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from the
Company's stockholders with respect to the Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the Merger
when they are filed with the SEC. Additional information regarding
the interests of such potential participants will be included in
the proxy statement and Schedule 13E-3 transaction statement and
the other relevant documents filed with the SEC when they become
available.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About Trunkbow
Trunkbow International Holdings Limited (NASDAQ: TBOW) is a
leading provider of mobile payment solutions ("MPS") and mobile
value added solutions ("MVAS") in the PRC. Trunkbow's solutions
enable the telecom operators to offer their subscribers access to
unique mobile applications, innovative tools, value-added services
that create a superior mobile experience, and as a result generate
higher average revenue per user and reduce subscriber churn. Since
its inception in 2001, Trunkbow has established a proven track
record of innovation, and has developed a significant market
presence in both the MVAS and MPS markets. Trunkbow supplies its
mobile payment solutions to all three Chinese mobile telecom
operators, as well as re-sellers, in several provinces of
China. For more information,
please visit www.trunkbow.com.
Safe Harbor Statement
This press release contains forward-looking statements that
reflect the Company's current expectations and views of future
events that involve known and unknown risks, uncertainties and
other factors that may cause its actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Such forward-looking statements involve
inherent risks, uncertainties and assumptions, such as the
uncertainties as to how the Company's stockholders will vote at the
meeting of the stockholders, the possibility that competing offers
will be made and the possibility that various closing conditions
for the transaction may not be satisfied or waived. The Company has
based these forward-looking statements largely on its current
expectations and projections about future events and financial
trends that it believes may affect its financial condition, results
of operations, business strategy and financial needs. Information
regarding these risks, uncertainties and other factors is included
in the Company's annual report on Form 10-K and other filings with
the SEC.
Contact Information
In China:
|
In the
U.S.
|
Trunkbow
International Holdings Limited
|
The Piacente
Group
|
Ms. Alice Ye, Chief
Financial Officer
|
Ms. Brandi
Floberg
|
Phone: +86 (10)
8571-2518 (Beijing)
|
Phone: + (1)
212-481-2050 (New York)
|
Email:
ir@trunkbow.com
|
E-mail:
trunkbow@tpg-ir.com
|
SOURCE Trunkbow International Holdings Limited