UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 3)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
China GrenTech Corporation Limited
(Name of the Issuer)
China GrenTech
Corporation Limited
Yingjie Gao
Rong Yu
Yin Huang
Talenthome Management Limited
Xing Sheng Corporation Limited
Guoren Industrial Developments Limited
Heng Xing Yue Investments Limited
Well Sino Enterprises Limited
Leakey Investments Limited
(Names of Persons Filing Statement)
Ordinary Shares, par value $0.00002 per share
American Depositary
Shares, each representing 25 Ordinary Shares
(Title of Class of Securities)
16938P107 and 16938P909 (Restricted ADSs)
(1)
(CUSIP Number)
Note: (1) These CUSIP numbers apply to the Issuers American
depositary shares, each of which represents 25 Ordinary Shares. No CUSIP number has been assigned to the Ordinary Shares.
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Xin Lian
China GrenTech Corporation Limited
15th Floor, Block A, Guoren
Building
Keji Central 3rd Road
Hi-Tech Park, Nanshan District
Shenzhen 518057, Peoples Republic of
China
+86 755 2650 3007
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Yingjie Gao
c/o: Yingjie Gao
Rong Yu
Yin Huang
Talenthome Management Limited
Xing Sheng Corporation Limited
Guoren Industrial Developments
Limited
Heng Xing Yue Investments Limited
Well Sino Enterprises Limited
Leakey Investments Limited
15th Floor, Block A, Guoren Building
Keji Central 3rd Road
Hi-Tech Park, Nanshan District
Shenzhen 518057, Peoples Republic of China
Attention: Mr. Yingjie Gao
+86 755 2663 3900
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
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Megan Tang, Esq.
Cleary Gottlieb Steen & Hamilton LLP
c/o Cleary Gottlieb Steen &
Hamilton (Hong Kong)
39th Floor, Bank of China Tower
1 Garden Road, Central, Hong Kong
+852 2532 3730
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Paul W. Boltz, Jr., Esq.
Ropes & Gray LLP
41st Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
+852 3664 6519
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Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World
Office 2
1 Jianguomenwai Avenue
Beijing 100004
Peoples Republic of China
+86 10 6535 5599
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David Lamb
Conyers Dill & Pearman
2901, One Exchange Square
8 Connaught Place
Central, Hong Kong
+852 2842 9511
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This statement is filed in connection with (check the appropriate box):
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a
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¨
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of
1934.
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b
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¨
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The filing of a registration statement under the Securities Act of 1933.
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c
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¨
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A tender offer
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d
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x
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None of the above
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
¨
Check the following box if the filing is a final amendment reporting
the results of the transaction:
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Calculation of Filing Fee
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Transactional Valuation*
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Amount of Filing
Fee**
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$44,300,649
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$5,077
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*
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Calculated solely for the purposes of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing
fee is calculated based on the aggregate cash payment for the proposed per share cash payment of $44,300,649 for 351,592,450 outstanding ordinary shares of the issuer subject to the transaction (the Transaction Valuation).
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**
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The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #3 for Fiscal
Year 2012, was calculated by multiplying the Transaction Valuation by 0.00011460.
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¨
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount
Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
TABLE OF CONTENTS
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INTRODUCTION
This Amendment No. 3 (this Amendment) to the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits thereto (the Transaction Statement), is being filed with
the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), jointly by the following persons (each, a Filing Person, and
collectively, the Filing Persons):
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China GrenTech Corporation Limited, a Cayman Islands company (the Company), the issuer of the registered ordinary shares, par value
$0.00002 per share (each, a Share and collectively, the Shares), including Shares represented by the American depositary shares (ADS), each representing 25 Shares, that is subject to the transaction pursuant to
Rule 13e-3 under the Exchange Act;
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Talenthome Management Limited, a British Virgin Islands corporation wholly owned by Mr. Yingjie Gao (Parent);
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Xing Sheng Corporation Limited, a Cayman Islands company and wholly owned subsidiary of Parent (Merger Sub) formed solely for purposes of
the proposed merger;
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Mr. Yingjie Gao, the chairman and chief executive officer of the Company, who beneficially owns approximately 31.2% of outstanding Shares through
Guoren Industrial Developments Limited and Heng Xing Yue Investments Limited as of the date of this Amendment;
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Ms. Rong Yu, a director and the chief financial officer of the Company, who beneficially owns approximately 4.6% of outstanding Shares directly and
through Well Sino Enterprises Limited as of the date of this Amendment;
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Ms. Yin Huang, a founder of the Company who beneficially owns approximately 4.3% of outstanding Shares through Leakey Investments Limited as of the
date of this Amendment;
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Guoren Industrial Developments Limited, a British Virgin Islands company wholly owned by Mr. Yingjie Gao;
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Heng Xing Yue Investments Limited, a British Virgin Islands company indirectly wholly owned by Mr. Yingjie Gao through Guoren Industrial
Developments Limited;
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Well Sino Enterprises Limited, a British Virgin Islands company wholly owned by Ms. Rong Yu; and
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Leakey Investments Limited, a British Virgin Islands company wholly owned by Ms. Yin Huang.
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The foregoing individuals and entities, excluding the Company, are collectively referred to herein as the Buyer Group. This
Amendment amends and restates in its entirety information set forth in the Transaction Statement.
On January 12, 2012,
Parent, Merger Sub and the Company entered into an agreement and plan of merger, which was subsequently amended and restated by the amended and restated agreement and plan of merger by and among the same parties, dated as of January 20, 2012 (the
merger agreement), providing for the merger of Merger Sub with and into the Company (the merger), with the Company continuing as the surviving company after the Merger as a wholly owned subsidiary of Parent. Parent is wholly
owned by Mr. Yingjie Gao as of the date of this Amendment, and, at the effective time of the merger, will be 100% beneficially owned by Mr. Yingjie Gao, the chairman and chief executive officer of the Company, Ms. Rong Yu, a director
and the chief financial officer of the Company, and Ms. Yin Huang, a founder of the Company who beneficially owns approximately 4.3% of the outstanding Shares through Leakey Investments Limited as of the date of this Amendment.
The merger is a going private transaction with Mr. Yingjie Gao, the chairman and chief executive officer of the Company, Ms. Rong Yu, a
director and chief financial officer of the Company, and Ms. Yin Huang, a founder of the Company. If the merger is approved by the requisite percentage of the Companys shareholders
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and consummated, except as described below, each outstanding Share will be cancelled in exchange for the right to receive $0.126 per Share and each ADS, each representing 25 Shares, will be
cancelled in exchange for the right to receive $3.15 per ADS (less $0.05 per ADS cancellation fee pursuant to the terms of the deposit agreement), in each case, in cash without interest and net of any applicable withholding taxes. Any Shares and
ADSs beneficially owned by the Buyer Group (the Rollover Shares) and any Shares held by the ADS depositary which are not represented by ADSs will be cancelled for no consideration. Any Shares beneficially owned by shareholders who
have validly exercised and have not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the Cayman Islands Companies
Law) (the Dissenting Shares, together with the Rollover Shares and the Shares held by the ADS depositary which are not represented by ADSs, the Excluded Shares) will be cancelled for their appraised or other agreed
value as described in more detail below.
Mr. Yingjie Gao (acting through Guoren Industrial Developments Limited), Ms. Rong Yu
(acting through Well Sino Enterprises Limited) and Ms. Yin Huang (acting through Leakey Investments Limited) will subscribe for newly issued ordinary shares of Parent, as a result of which Mr. Yingjie Gao, Ms. Rong Yu and Ms. Yin Huang will
beneficially own 100% of the Company after the merger through Parent.
The merger remains subject to the satisfaction or
waiver of the conditions set forth in the merger agreement, including obtaining the requisite approval of the shareholders of the Company. The merger agreement must be approved by an affirmative vote of shareholders representing two-thirds or more
of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting of shareholders of the Company. The Buyer Group, as a group, owns 235,805,375 Shares, which represent approximately 40.1% of the total
outstanding Shares. Accordingly, based on the number of Shares expected to be outstanding on the Share record date, 155,793,175 Shares owned by the remaining shareholders (representing approximately 44.3% of the total outstanding Shares owned by the
remaining shareholders) must be voted in favor of the proposal to be approved, assuming all remaining shareholders will be present and voting in person or by proxy at the extraordinary general meeting.
The Company will make available to its shareholders a proxy statement (the Proxy Statement, a copy of which is attached as
Exhibit (a)-(1) hereto), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote upon, among other proposals, a proposal to approve the merger agreement and
the transactions contemplated by the merger agreement, including the merger. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the
items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item
in this Amendment are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Proxy Statement.
All information contained in this Amendment concerning each Filing Person has been supplied by such Filing Person.
Item 1
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Summary Term Sheet
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The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Questions and Answers about the Extraordinary General Meeting and the Merger
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Item 2
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Subject Company Information
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(a)
Name and Address
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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Summary Term SheetThe Parties Involved in the Merger
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(b)
Securities
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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The Extraordinary General MeetingRecord Date; Shares and ADSs Entitled to Vote
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Security Ownership of Certain Beneficial Owners and Management of the Company
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(c)
Trading Market and Price
. The information set forth in the Proxy Statement under the following caption is incorporated herein
by reference:
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Market Price of the Companys ADSs, Dividends and Other Matters
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(d)
Dividends
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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Market Price of the Companys ADSs, Dividends and Other Matters
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(e)
Prior Public Offering
. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
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Transactions in the Shares and ADSs
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(f)
Prior Stock Purchases
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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Transactions in the Shares and ADSs
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Item 3
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Identity and Background of Filing Person
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(a)
Name and Address
. China GrenTech Corporation Limited is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetThe Parties Involved in the Merger
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Annex DDirectors and Executive Officers of Each Filing Person
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(b)
Business and Background of Entities
. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
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Summary Term SheetThe Parties Involved in the Merger
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Annex DDirectors and Executive Officers of Each Filing Person
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(c)
Business and Background of Natural Persons
. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
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Summary Term SheetThe Parties Involved in the Merger
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Annex DDirectors and Executive Officers of Each Filing Person
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Item 4
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Terms of the Transaction
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(a)-(1)
Material TermsTender Offers
. Not applicable.
(a)-(2)
Material TermsMergers or Similar Transactions
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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Questions and Answers about the Extraordinary General Meeting and the Merger
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The Extraordinary General Meeting
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The Amended and Restated Agreement and Plan of Merger
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Material U.S. Federal Income Tax Consequences
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Material PRC Income Tax Consequences
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Material Cayman Islands Tax Consequences
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Annex AAmended and Restated Agreement and Plan of Merger
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(c)
Different Terms
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
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Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
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Special FactorsInterests of Certain Persons in the Merger
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The Extraordinary General MeetingProposals to be Considered at the Extraordinary General Meeting
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The Amended and Restated Agreement and Plan of Merger
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Annex AAmended and Restated Agreement and Plan of Merger
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(d)
Appraisal Rights
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
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Summary Term SheetAppraisal Rights of Shareholders and ADS Holders
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Questions and Answers about the Extraordinary General Meeting and the Merger
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ANNEX CCayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised)Section 238
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(e)
Provisions for Unaffiliated Security Holders
. The information set forth in the Proxy Statement
under the following caption is incorporated herein by reference:
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Provisions for Unaffiliated Security Holders
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(f)
Eligibility of Listing or Trading
. Not applicable.
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Item 5
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Past Contracts, Transactions, Negotiations and Agreements
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(a)
Transactions
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Special FactorsInterests of Certain Persons in the Merger
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Special FactorsRelated Party Transactions
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Transactions in the Shares and ADSs
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(b)
Significant Corporate Events
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPurpose of and Reasons for the Merger
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Special FactorsInterests of Certain Persons in the Merger
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The Amended and Restated Agreement and Plan of Merger
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Annex AAmended and Restated Agreement and Plan of Merger
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(c)
Negotiations or Contacts
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
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Special FactorsBackground of the Merger
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Special FactorsInterests of Certain Persons in the Merger
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The Amended and Restated Agreement and Plan of Merger
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Annex AAmended and Restated Agreement and Plan of Merger
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(e)
Agreements Involving the Subject Companys Securities
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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Summary Term SheetFinancing of the Merger
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Special FactorsBackground of the Merger
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Special FactorsPlans for the Company after the Merger
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Special FactorsFinancing
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Special FactorsInterests of Certain Persons in the Merger
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Special FactorsVoting by the Buyer Group at the Extraordinary General Meeting
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The Amended and Restated Agreement and Plan of Merger
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Transactions in the Shares and ADSs
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Annex AAmended and Restated Agreement and Plan of Merger
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Item 6
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Purposes of the Transaction and Plans or Proposals
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(b)
Use of Securities Acquired
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Questions and Answers about the Extraordinary General Meeting and the Merger
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Special FactorsPurpose of and Reasons for the Merger
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Special FactorsEffect of the Proposed Merger on the Company
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The Amended and Restated Agreement and Plan of Merger
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Annex AAmended and Restated Agreement and Plan of Merger
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(c)(1)-(8)
Plans
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
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Summary Term SheetThe Merger
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Summary Term SheetPurposes and Effect of the Merger
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Summary Term SheetPlans for the Company after the Merger
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Summary Term SheetFinancing of the Merger
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Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPurpose of and Reasons for the Merger
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Special FactorsEffect of the Proposed Merger on the Company
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Special FactorsPlans for the Company after the Merger
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Special FactorsFinancing
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Special FactorsInterests of Certain Persons in the Merger
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The Amended and Restated Agreement and Plan of Merger
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Annex AAmended and Restated Agreement and Plan of Merger
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Item 7
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Purposes, Alternatives, Reasons and Effects
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(a)
Purposes
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetPurposes and Effect of the Merger
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Summary Term SheetPlans for the Company after the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPurpose of and Reasons for the Merger
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(b)
Alternatives
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPosition of the Buyer Group as to the Fairness of the Merger
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Special FactorsPurpose of and Reasons for the Merger
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Special FactorsAlternatives to the Merger
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Special FactorsEffects on the Company if the Merger is not Completed
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(c)
Reasons
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetPurposes and Effect of the Merger
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPosition of the Buyer Group as to the Fairness of the Merger
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Special FactorsPurpose of and Reasons for the Merger
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Special FactorsEffect of the Proposed Merger on the Company
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(d)
Effects
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetPurposes and Effect of the Merger
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsEffect of the Proposed Merger on the Company
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Special FactorsPlans for the Company after the Merger
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Special FactorsEffects on the Company if the Merger is not Completed
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Special FactorsInterests of Certain Persons in the Merger
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The Amended and Restated Agreement and Plan of Merger
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Material U.S. Federal Income Tax Consequences
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Material PRC Income Tax Consequences
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Material Cayman Islands Tax Consequences
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Annex AAmended and Restated Agreement and Plan of Merger
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Item 8
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Fairness of the Transaction
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(a)-(b)
Fairness; Factors Considered in Determining Fairness
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetRecommendations of the Independent Committee and the Board of Directors
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Summary Term SheetPosition of Buyer Group as to Fairness
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Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPosition of the Buyer Group as to the Fairness of the Merger
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Special FactorsOpinion of William Blair, the Independent Committees Financial Advisor
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Special FactorsInterests of Certain Persons in the Merger
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Annex BOpinion of William Blair & Company, L.L.C. as the Independent Committees Financial Advisor
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(c)
Approval of Security Holders
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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Summary Term SheetShareholder Vote Required to Approve the Merger Agreement
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Questions and Answers about the Extraordinary General Meeting and the Merger
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The Extraordinary General MeetingVote Required
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(d)
Unaffiliated Representative
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsOpinion of William Blair, the Independent Committees Financial Advisor
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Annex BOpinion of William Blair & Company, L.L.C. as the Independent Committees Financial Advisor
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(e)
Approval of Directors
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
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Summary Term SheetRecommendations of the Independent Committee and the Board of Directors
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Questions and Answers about the Extraordinary General Meeting and the Merger
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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(f)
Other Offers
. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Item 9
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Reports, Opinions, Appraisals and Negotiations
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(a)
Report, Opinion or Appraisal
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetOpinion of William Blair, the Independent Committees Financial Advisor
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Special FactorsBackground of the Merger
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Special FactorsOpinion of William Blair, the Independent Committees Financial Advisor
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Annex BOpinion of William Blair & Company, L.L.C. as the Independent Committees Financial Advisor
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(b)
Preparer and Summary of the Report, Opinion or Appraisal
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
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Special FactorsOpinion of William Blair, the Independent Committees Financial Advisor
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Annex BOpinion of William Blair & Company, L.L.C. as the Independent Committees Financial Advisor
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(c)
Availability of Documents
. The information set forth in the Proxy Statement under the following
caption is incorporated herein by reference:
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Where You Can Find More Information
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The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by
any interested holder of the Shares and ADSs or his, her or its representative who has been so designated in writing.
Item 10
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Source and Amount of Funds or Other Consideration
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(a)
Source of Funds
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetFinancing of the Merger
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|
|
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Special FactorsFinancing
|
|
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The Amended and Restated Agreement and Plan of Merger
|
|
|
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Annex AAmended and Restated Agreement and Plan of Merger
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(b)
Conditions
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
|
Summary Term SheetFinancing of the Merger
|
|
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|
Special FactorsFinancing
|
(c)
Expenses
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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|
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Special FactorsFees and Expenses
|
(d)
Borrowed Funds.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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|
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Summary Term SheetFinancing of the Merger
|
|
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Special FactorsFinancing
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Item 11
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Interest in Securities of the Subject Company
|
(a)
Securities Ownership
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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|
|
Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
|
9
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Special FactorsInterests of Certain Persons in the Merger
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|
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Security Ownership of Certain Beneficial Owners and Management of the Company
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(b)
Securities Transaction
. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
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|
|
Transactions in the Shares and ADSs
|
Item 12
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The Solicitation or Recommendation
|
(d)
Intent to Tender or Vote in a Going-Private Transaction
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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|
Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
|
|
|
|
Questions and Answers about the Extraordinary General Meeting and the Merger
|
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Special FactorsVoting by the Buyer Group at the Extraordinary General Meeting
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The Extraordinary General MeetingVote Required
|
|
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Security Ownership of Certain Beneficial Owners and Management of the Company
|
(e)
Recommendations of Others
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
|
|
|
Summary Term SheetRecommendations of the Independent Committee and the Board of Directors
|
|
|
|
Summary Term SheetPosition of Buyer Group as to Fairness
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|
Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPosition of the Buyer Group as to the Fairness of the Merger
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The Extraordinary General MeetingOur Boards Recommendation
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Item 13
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Financial Statements
|
(a)
Financial Information
. The audited financial statements of the Company for the two years ended December 31, 2009 and 2010 are incorporated herein by reference to the Companys Form 20-F for the year ended December 31, 2010
filed on June 30, 2011 (see page F-1 and following pages).
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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Financial Information
|
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Where You Can Find More Information
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(b) Pro Forma Information. Not applicable.
Item 14
|
Persons/Assets, Retained, Employed, Compensated or Used
|
(a)
Solicitation or Recommendations
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
|
The Extraordinary General MeetingSolicitation of Proxies
|
10
(b)
Employees and Corporate Assets
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
|
|
|
Summary Term SheetThe Parties Involved in the Merger
|
|
|
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Special FactorsInterests of Certain Persons in the Merger
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|
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Annex DDirectors and Executive Officers of Each Filing Person
|
Item 15
|
Additional Information
|
(b)
Other Material Information
. The information contained in the Proxy Statement, including all annexes thereto, is incorporated
herein by reference.
(a)-(1) Proxy Statement of the Company dated
, 2012.
(a)-(2) Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the
Proxy Statement.
(a)-(3) Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
(a)-(4) Form of ADS Voting Instructions Card and Depositarys Notice of Extraordinary General Meeting of Shareholders of the
Company, incorporated herein by reference to the Proxy Statement.
(a)-(5) Press Release issued by the Company, dated
January 12, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on January 12, 2012.
(a)-(6) Press Release issued by the Company, dated January 20, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on
January 20, 2012.
(b)-(1) Commitment Letter, dated January 11, 2012, incorporated herein by reference to
Exhibit 7.03 to the Schedule 13D filed by the Buyer Group with the SEC on January 18, 2012.
(b)-(2) Promissory Note and
Guarantee, dated January 20, 2012, executed, sealed and delivered as a deed by Mr. Yingjie Gao and Guoren Industrial Developments Limited in favor of Parent, incorporated herein by reference to Exhibit 7.07 to the Schedule 13D, as amended, filed by
the Buyer Group with the SEC on January 20, 2012.
(c)-(1) Opinion of William Blair & Company, L.L.C.,
dated January 11, 2012, incorporated herein by reference to Annex B to the Proxy Statement.
(c)-(2)* Discussion
Materials prepared by William Blair & Company, L.L.C. for discussion with the Independent Committee, dated January 2012.
(c)-(3)* Discussion Materials prepared by William Blair & Company, L.L.C. for discussion with the Independent Committee, dated December 2011.
(c)-(4)* Discussion Materials prepared by William Blair & Company, L.L.C. for discussion with the Independent Committee,
dated December 2011.
(d)-(1) Amended and Restated Agreement and Plan of Merger, dated as of January 20, 2012, among the
Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.
11
(d)-(2) Limited Guaranty, dated as of January 12, 2012, by Guoren Industrial
Developments Limited and Mr. Yingjie Gao (solely for certain specified provisions) in favor of the Company, incorporated herein by reference to Exhibit 7.05 to the Schedule 13D filed by the Buyer Group with the SEC on January 18, 2012.
(d)-(3) Amended and Restated Voting and Subscription Agreement, dated January 17, 2012, by Parent and certain
shareholders of the Company, incorporated herein by reference to Exhibit 7.04 to the Schedule 13D filed by the Buyer Group with the SEC on January 18, 2012.
(f)-(1) Dissenters Rights, incorporated herein by reference to the section entitled Dissenters Rights in the Proxy Statement.
(f)-(2) Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated
herein by reference to Annex C to the Proxy Statement.
(g) Not applicable.
*
|
Previously filed on February 21, 2012.
|
12
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 12, 2012
|
|
|
China GrenTech Corporation Limited
|
|
|
By:
|
|
/s/ Cuiming Shi
|
Name:
|
|
Cuiming Shi
|
Title:
|
|
Director
|
|
Yingjie Gao
|
|
|
By:
|
|
/s/ Yingjie Gao
|
|
Rong Yu
|
|
|
By:
|
|
/s/ Rong Yu
|
|
Yin Huang
|
|
|
By:
|
|
/s/ Yin Huang
|
|
Talenthome Management Limited
|
|
|
By:
|
|
/s/ Yingjie Gao
|
Name:
|
|
Yingjie Gao
|
Title:
|
|
Director
|
|
Xing Sheng Corporation Limited
|
|
|
By:
|
|
/s/ Yingjie Gao
|
Name:
|
|
Yingjie Gao
|
Title:
|
|
Director
|
13
|
|
|
Guoren Industrial Developments Limited
|
|
|
By:
|
|
/s/ Yingjie Gao
|
Name:
|
|
Yingjie Gao
|
Title:
|
|
Director
|
|
Heng Xing Yue Investments Limited
|
|
|
By:
|
|
/s/ Yingjie Gao
|
Name:
|
|
Yingjie Gao
|
Title:
|
|
Director
|
|
Well Sino Enterprises Limited
|
|
|
By:
|
|
/s/ Rong Yu
|
Name:
|
|
Rong Yu
|
Title:
|
|
Director
|
|
Leakey Investments Limited
|
|
|
By:
|
|
/s/ Yin Huang
|
Name:
|
|
Yin Huang
|
Title:
|
|
Director
|
14
Exhibit Index
(a)-(1) Proxy Statement of the Company dated
, 2012.
(a)-(2) Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the
Proxy Statement.
(a)-(3) Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
(a)-(4) Form of ADS Voting Instructions Card and Depositarys Notice of Extraordinary General Meeting of Shareholders of the
Company, incorporated herein by reference to the Proxy Statement.
(a)-(5) Press Release issued by the Company, dated
January 12, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on January 12, 2012.
(a)-(6) Press Release issued by the Company, dated January 20, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on
January 20, 2012.
(b)-(1) Commitment Letter, dated January 11, 2012, incorporated herein by reference to
Exhibit 7.03 to the Schedule 13D filed by the Buyer Group with the SEC on January 18, 2012.
(b)-(2) Promissory Note and
Guarantee, dated January 20, 2012, executed, sealed and delivered as a deed by Mr. Yingjie Gao and Guoren Industrial Developments Limited in favor of Parent, incorporated herein by reference to Exhibit 7.07 to the Schedule 13D, as amended, filed by
the Buyer Group with the SEC on January 20, 2012.
(c)-(1) Opinion of William Blair & Company, L.L.C.,
dated January 11, 2012, incorporated herein by reference to Annex B to the Proxy Statement.
(c)-(2)* Discussion
Materials prepared by William Blair & Company, L.L.C. for discussion with the Independent Committee, dated January 2012.
(c)-(3)* Discussion Materials prepared by William Blair & Company, L.L.C. for discussion with the Independent Committee, dated December 2011.
(c)-(4)* Discussion Materials prepared by William Blair & Company, L.L.C. for discussion with the Independent Committee, dated
December 2011.
(d)-(1) Amended and Restated Agreement and Plan of Merger, dated as of January 20, 2012, among the
Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.
(d)-(2) Limited
Guaranty, dated as of January 12, 2012 by Guoren Industrial Developments Limited and Mr. Yingjie Gao (solely for certain specified provisions) in favor of the Company, incorporated herein by reference to Exhibit 7.05 to the Schedule 13D
filed by the Buyer Group with the SEC on January 18, 2012.
(d)-(3) Amended and Restated Voting and Subscription
Agreement, dated January 17, 2012, by Parent and certain shareholders of the Company, incorporated herein by reference to Exhibit 7.04 to the Schedule 13D filed by the Buyer Group with the SEC on January 18, 2012.
(f)-(1) Dissenters Rights, incorporated herein by reference to the section entitled Dissenters Rights in
the Proxy Statement.
(f)-(2) Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as
consolidated and revised), incorporated herein by reference to Annex C to the Proxy Statement.
(g) Not applicable.
*
|
Previously filed on February 21, 2012.
|
15
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