BEIJING, Sept. 5,
2023 /PRNewswire/ -- Hollysys Automation
Technologies Ltd. (NASDAQ: HOLI) ("Hollysys" or the "Company")
announced that on August 23, 2023, it
received from certain shareholders of the Company, notices of
intention (collectively, the "Notices of Intention") to request the
board of directors of the Company (the "Board") to convene a
special meeting of shareholders to consider certain proposed
amendments to the Amended and Restated Memorandum and Articles of
Association of the Company (the "Articles"), including to increase
the size of the Board from five to eleven directors, and to appoint
six director candidates put forward by this group of
shareholders.
In response to the Notices of Intention and in accordance with
the Articles, the Board adopted a resolution setting the close of
business (British Virgin Islands
time) on September 6, 2023 as the
demand record date (the "Demand Record Date") for the purpose of
determining the shareholders entitled to demand that the Company
convene a special meeting of the shareholders.
With a Demand Record Date now set for September 6, 2023, the Board, on or after
September 6, 2023 will review any
written requests to convene a special meeting. Requests should be
accompanied by other documents and materials required by the
Articles, and be from shareholders as of the Demand Record Date
entitled to exercise at least 30% of the voting rights in respect
of the matter for which the special meeting is requested. On
determining that any such written requests are valid, the Board
shall give notice to convene a special meeting of the shareholders
in accordance with the Articles.
In addition, on August 24, 2023,
the Company received a letter (the "Proposal") from Recco Control
Technology and Dazheng Group (Hong
Kong) Investment Holdings Company, setting out their
previous unsolicited, non-binding offer to acquire all issued and
outstanding shares of the Company at $25.00 per share in cash.
The Board and the management of the Company are committed to
maximizing shareholder value, are currently evaluating options that
would advance this goal and will update shareholders further as
soon as appropriate. Meanwhile, the Board cautions the Company's
shareholders that it has not had an opportunity to carefully review
or evaluate the Proposal and its terms, nor make any decision with
respect to the Company's response to the Proposal or any other
potential strategic alternatives. There can be no assurance that
any definitive offer will be received, that any definitive
agreement will be executed relating to the Proposal, or that any
other transaction will be approved or consummated.
In connection with this process, the Board has retained Deutsche
Bank AG as its financial advisor, Davis
Polk & Wardwell as its U.S. legal advisor, and Mourant
Ozannes (Hong Kong) LLP as its BVI
legal advisor.
About Hollysys Automation Technologies Ltd.
Hollysys is a leading automation control system solutions
provider in China, with overseas
operations in eight other countries and regions throughout
Asia. Leveraging its proprietary
technology and deep industry know-how, Hollysys empowers
its customers with enhanced operational safety, reliability,
efficiency, and intelligence which are critical to their
businesses. Hollysys derives its revenues mainly from providing
integrated solutions for industrial automation and rail
transportation. In industrial automation, Hollysys delivers the
full spectrum of automation hardware, software, and services
spanning field devices, control systems, enterprise manufacturing
management and cloud-based applications. In rail transportation,
Hollysys provides advanced signaling control and SCADA (Supervisory
Control and Data Acquisition) systems for high-speed rail and urban
rail (including subways). Founded in 1993, with technical expertise
and innovation, Hollysys has grown from a research team
specializing in automation control in the power industry into a
group providing integrated automation control system solutions for
customers in diverse industry verticals. As of June 30, 2022, Hollysys had cumulatively carried
out more than 35,000 projects for approximately 20,000 customers in
various sectors including power, petrochemical, high-speed rail,
and urban rail, in which Hollysys has established leading market
positions.
Safe Harbor Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical fact included
herein are "forward-looking statements," including statements
regarding the ability of the Company to achieve its commercial
objectives; the business strategy, plans and objectives of the
Company; growth in financial and operational performance of the
Company; and any other statements
of non-historical information. These forward-looking
statements are often identified by the use of forward-looking
terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates," "target," "confident,"
or similar expressions involve known and unknown risks and
uncertainties. Such forward-looking statements, based upon the
current beliefs and expectations of Hollysys' management, are
subject to risks and uncertainties, which could cause actual
results to differ from the forward-looking statements. Although the
Company believes that the expectations reflected in these
forward-looking statements are reasonable, they do involve
assumptions, risks and uncertainties, and these expectations may
prove to be incorrect. Investors should not place undue reliance on
these forward-looking statements, which speak only as of the date
of this press release. The Company's actual results could differ
materially from those anticipated in these forward-looking
statements as a result of a variety of factors, including those
discussed in the Company's reports that are filed with the
Securities and Exchange Commission and available on its website
(http://www.sec.gov). All forward-looking statements attributable
to the Company or persons acting on its behalf are expressly
qualified in their entirety by these factors. Other than as
required under the securities laws, the Company does not assume a
duty to update these forward-looking statements.
Contact information:
Hollysys Automation Technologies Ltd.
www.hollysys.com
+8610-5898-1386
investors@hollysys.com
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SOURCE Hollysys Automation Technologies Ltd