SHENZHEN, China, Nov. 14, 2011 /PRNewswire-Asia-FirstCall/ --
China GrenTech Corporation Limited (NASDAQ: GRRF, "GrenTech", or
the "Company"), a leading China-based provider of radio frequency and
wireless coverage products and services, today announced that its
Board of Directors has received a proposal letter dated
November 12, 2011 from its Chairman
and Chief Executive Officer, Mr. Yingjie
Gao ("Mr. Gao"), to acquire all of the outstanding
shares of GrenTech not currently owned by Mr. Gao, certain members
of the management and their affiliates in a going private
transaction for $3.10 per American
Depositary share ("ADS", each ADS representing 25 ordinary shares
of the Company) in cash, subject to certain conditions.
Mr. Gao and his affiliates currently own approximately 32.39% of
GrenTech's ordinary shares. According to the proposal letter, the
acquisition is intended to be financed primarily through debt
financing. The proposal letter states that Mr. Gao is in
discussions with Guotai Junan Finance (Hong Kong) Limited ("Guotai Junan") about
financing the proposed transaction and has received a "highly
confident" letter from Guotai Junan. A copy of the text of the
proposal letter is set forth below as Exhibit A.
GrenTech's Board of Directors has formed a special committee of
independent directors (the "Independent Committee") consisting of
three independent directors, Mr. Cuiming Shi, Mr. Gordon Tsang Hing Lun and Mr. Xiaohu You, to consider this proposal. The
Independent Committee will retain a financial advisor and legal
counsel to assist it in its work. The Board of Directors cautions
the Company's shareholders and others considering trading in its
securities that the Board just received the non-binding proposal
from Mr. Gao and no decisions have been made by the Independent
Committee with respect to GrenTech's response to the proposal.
There can be no assurance that any definitive offer will be made,
that any agreement will be executed or that this or any other
transaction will be approved or consummated.
About China GrenTech
GrenTech is a leading developer of radio frequency ("RF")
technology in China and a leading
provider of wireless coverage products and services in China. The Company uses RF technology to
design and manufacture wireless coverage products, which enables
telecommunications operators to expand the reach of their wireless
communication networks to indoor and outdoor areas such as
buildings, highways, subways, tunnels and remote regions. China
GrenTech's wireless coverage services include design, installation
and project warranty services. The Company also tailors the design
and configuration of its wireless coverage products to the specific
requirements of its customers.
Based on its in-house RF technology platform, the Company also
develops and produces base station RF parts and components sold to
base station manufacturers. GrenTech is a qualified supplier of RF
parts and components to major global and domestic base station
manufacturers. For more information, please visit
www.GrenTech.com.cn.
Safe Harbor Statement
Certain statements contained in this announcement may be viewed
as "forward-looking statements" within the meaning of Section 27A
of the U.S. Securities Act of 1933, as amended, and Section 21E of
the U.S. Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
performance, financial condition or results of operations of
GrenTech to be materially different from any future performance,
financial condition or results of operations implied by such
forward-looking statements. The accuracy of these statements may be
impacted by a number of business risks and uncertainties that could
cause actual results to differ materially from those projected or
anticipated, including risks related to: the risk that the share
repurchase program will not increase shareholder value and other
risks outlined in GrenTech's filings with the SEC. GrenTech
undertakes no ongoing obligation, other than that imposed by law,
to update these statements.
Company Contact:
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Investor Relations
Contact:
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Xin Lian, Senior
Manager
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David Rudnick, Account
Manager
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China GrenTech Corp. Ltd.
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CCG Investor
Relations
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Tel: +86 755 2650
3007
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Tel: + (1) 646-626-4172 (New
York)
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E-mail:
investor@powercn.com
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E-mail:
david.rudnick@ccgir.com
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EXHIBIT A
November 12, 2011
Board of Directors
China GrenTech Corporation Limited
15th Floor, Block A, Guoren Building
Keji Central 3rd Road
Hi-Tech Park, Nanshan District
Shenzhen 518057, People's Republic of China
Dear Sirs:
I, Yingjie Gao, am pleased to
submit this preliminary non-binding proposal to acquire all of the
outstanding ordinary shares of China GrenTech Corporation Limited
(the "Company") and the American Depositary Shares of the Company
("ADSs", each ADS representing 25 ordinary shares of the Company),
in both cases, that are not currently owned by myself, certain
members of the management and my and their affiliates, in a
going-private transaction (the "Acquisition").
I believe that my proposal of $3.10 in cash per ADS and $0.124 per ordinary share, will provide a very
attractive alternative to the Company's shareholders. My proposal
represents a premium of 45.0% to the volume-weighted average
closing price during the last 60 trading days and a premium of
21.1% to the Company's closing price on November 11, 2011.
The terms and conditions upon which I am prepared to pursue the
Acquisition are set forth below. I am confident that an
Acquisition can be closed on the basis as outlined in this letter.
1. Buyer. I intend to form an acquisition vehicle
("Buyer") for the purpose of pursuing the Acquisition.
2. Purchase Price. The consideration payable for
each ADS or ordinary share of the Company (other than those held by
myself, certain members of the management and my and their
affiliates) will be $3.10 per ADS and
$0.124 per ordinary share, as the
case may be, in cash.
3. Financing. I intend to finance the Transaction
primarily with debt. I have held preliminary discussions with
Guotai Junan Finance (Hong Kong)
Limited about financing this Acquisition and have received a
"highly confident" letter from them, and I expect commitments for
the debt financing, subject to the terms and conditions set forth
therein, to be in place when the Definitive Agreements (as defined
below) are executed.
4. Due Diligence. Parties providing financing will
require a timely opportunity to conduct customary due diligence on
the Company.
5. Definitive Agreements. I am prepared to negotiate
and finalize definitive agreements (the "Definitive Agreements")
providing for the Acquisition and related transactions very
promptly. These documents will provide for covenants and conditions
typical and appropriate for transactions of this type.
6. Confidentiality. I will, as required by law,
promptly file an amendment to Schedule 13D to disclose this letter.
However, I am sure you will agree that it is in all of our
interests to ensure that we proceed in a confidential manner,
unless otherwise required by law, until we have executed Definitive
Agreements.
7. Process. I believe that the Acquisition will
provide superior value to the Company's shareholders. I
recognize that the Board will evaluate the proposed Acquisition
independently before it can make its determination to endorse it.
Given my involvement in the proposed Acquisition, I also
recognize that independent members of the Board will proceed to
consider the proposed Acquisition. In considering my offer,
you should be aware that I am interested only in acquiring the
outstanding shares of the Company that I do not already own, and
that I do not intend to sell my stake in the Company to a third
party.
8. Advisors. I have engaged Skadden, Arps, Slate, Meagher &
Flom LLP as my legal counsel in connection with the
Transaction.
9. No Binding Commitment. This letter constitutes
only a preliminary indication of my interest, and does not
constitute any binding commitment with respect to an Acquisition.
Such a commitment will result only from the execution of
Definitive Agreements, and then will be on the terms provided in
such documentation.
In closing, I would like to personally express my commitment to
working together with the Board to bring this Acquisition to a
successful and timely conclusion. Should you have any
questions regarding this proposal, please do not hesitate to
contact me. I look forward to hearing from you.
Sincerely,
/s/Yingjie Gao
Name: Yingjie Gao
SOURCE China Grentech Corporation Limited