Montage Announces Shareholder Approval for Acquisition by Shanghai Pudong Science and Technology Investment Co. Ltd.
August 01 2014 - 7:30AM
Montage Technology Group Limited (Nasdaq:MONT) ("Montage
Technology" or "Montage" or the "Company"), a global fabless
provider of analog and mixed-signal semiconductor solutions
addressing the home entertainment and cloud computing markets,
today announced the results of its extraordinary general meeting of
shareholders (the "EGM") held on July 31, 2014 in Shanghai, China.
Shareholders voted to approve the Agreement and Plan of Merger,
dated June 11, 2014 (the "Merger Agreement"), under which Shanghai
Pudong Science and Technology Investment Co. Ltd. ("PDSTI"), a
wholly state-owned limited liability company directly under Pudong
New Area government of Shanghai, will acquire all of the
outstanding ordinary shares of Montage for US$22.60 per ordinary
share by way of a merger (the "Merger").
At the EGM, shareholders constituting a valid quorum were
present in person or by proxy and approved all of the resolutions
proposed in the EGM notice, which included approval, by special
resolution, of (1) the Merger, (2) the Merger Agreement and (3) any
and all transactions (the "Transactions") contemplated by the
Merger Agreement (including, but not limited to, the plan of merger
to be filed with the Registrar of Companies in the Cayman Islands
to give effect to the Merger and the amendment and restatement of
Montage's Memorandum and Articles of Association). Approximately
66.55% of the outstanding shares of Montage voted at the EGM, with
approximately 99.4% of such voted shares voting in favor of these
resolutions. As such, each of the Merger, the Merger Agreement and
the Transactions was duly approved by the Company's
shareholders.
Completion of the Merger remains subject to the satisfaction or
waiver of other customary closing conditions set forth in the
Merger Agreement, including the receipt of the required regulatory
approvals described in the Merger Agreement.
About Montage Technology
Montage Technology is a global fabless provider of analog and
mixed-signal semiconductor solutions currently addressing the home
entertainment and cloud computing markets. In the home
entertainment market, Montage's technology platform enables the
Company to design highly integrated end-to-end solutions with
customized software for set-top boxes. These solutions optimize
signal processing performance under demanding operating conditions
typically found in emerging marketing environments. In the cloud
computing market, Montage offers high performance, low power memory
interface solutions that enable memory intensive server
applications. Its technology platform approach allows Montage to
provide integrated solutions that meet the expanding needs of
customers through continuous innovation, efficient design and rapid
product development. For more information regarding Montage please
visit the Company's website at www.montage-tech.com.
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. Such statements are based on current expectations, and are
not strictly historical statements. Forward-looking statements can
be identified by terminology such as "will", "should", "expects",
"anticipates", "future", "intends", "plans", "projects",
"predicts", "believes", "estimates", "forecasts", "may" and similar
statements, which are subject to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements inherently involve certain risks and
uncertainties. Factors or risks that could cause our actual results
to differ materially from the results are more fully described in
our filings with the Securities and Exchange Commission, which are
available through our website at www.montage-tech.com. Factors that
relate to the proposed acquisition of Montage include the risk that
we may not obtain regulatory approval of the transactions
contemplated by the definitive agreement on the proposed terms and
schedule; the risk that the transaction will impair our ability to
maintain third party relationships following the announcement of
the transaction; the risk that the parties may not be able to
satisfy the conditions to closing of the transactions contemplated
by the definitive agreement; and the risk that the transactions
contemplated by the definitive agreement may not be completed in
the time frame expected by the parties or at all. Other unknown or
unpredictable factors could also affect our business, financial
condition and results. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, there
can be no assurance that any of the estimated or projected results
will be realized. You should not place undue reliance on these
forward-looking statements, which apply only as of the date hereof.
Subsequent events and developments may cause our views to change.
While we may elect to update these forward-looking statements at
some point in the future, we specifically disclaim any obligation
to do so.
Company Contact: |
Montage Technology |
Mark Voll, CFO |
P: 408-982-2780 or 86-21-6128-5678 x8618 |
E: ir@montage-tech.com |
|
Investor Relations
Contact: |
Shelton Group |
Leanne Sievers, EVP |
P: 949-224-3874 |
E: lsievers@sheltongroup.com |
Matt Kreps, Managing Director |
P: 972-239-5119 ext. 125 |
E: mkreps@sheltongroup.com |
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