BEIJING, April 14, 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 the
completion of the merger (the "Merger") contemplated by 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"). 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
April 14, 2014, at the effective time
of the Merger (the "Effective Time"), each share of Company common
stock issued and outstanding immediately prior to the Effective
Time was converted into the right to receive US$1.46 in cash without interest, except for the
shares of Company common stock (i) held by the Company as treasury
stock or (ii) owned directly or indirectly by Parent, Merger Sub or
any wholly owned subsidiary of the Company immediately prior to the
Effective Time, including each share of Company common stock
contributed to Parent by Dr. Wanchun
Hou and Mr. Qiang Li in accordance with a contribution
agreement entered into by Parent, Dr. Wanchu Hou and Mr. Qiang Li,
which were cancelled without receiving any consideration.
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 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. 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:
|
Trunkbow
International Holdings Limited
|
Ms. Alice Ye, Chief
Financial Officer
|
Phone: +86 (10)
8571-2518 (Beijing)
|
Email:
ir@trunkbow.com
|
SOURCE Trunkbow International Holdings Limited