- Hollysys Board has unanimously approved Ascendent's all cash
offer at 42% premium to the unaffected price as of 23 August 2023
- Agreement marks culmination of formal sale process conducted
by Special Committee of independent directors
BEIJING, Dec. 11,
2023 /PRNewswire/ -- Hollysys Automation
Technologies Ltd. (NASDAQ: HOLI) ("Hollysys" or the "Company")
today announced that it has reached an agreement to be acquired by
Ascendent Capital Partners ("Ascendent"), an international private
investment firm headquartered in Hong
Kong. The acquisition, which concludes a months-long sale
process, will be completed through an all-cash transaction valued
at approximately US$1.66bn.
According to the terms of the agreement, Ascendent will acquire
all outstanding shares of Hollysys that it does not currently own
for US$26.50 per share in cash. This
price represents a premium of 42% to the unaffected price of
US$18.66 as of August 23, 2023. The Board of Directors of
Hollysys (the "Board"), upon the unanimous recommendation of the
Special Committee of independent directors, has given its unanimous
approval for the transaction.
Today's agreement enables Hollysys' shareholders to realize
substantial cash value at a significant premium to the Company's
recent trading price. Additionally, the ability of Ascendent to
secure reputable funding sources and execute the transaction
expeditiously further enhances the attractiveness of the deal.
This agreement marks the successful culmination of a formal sale
process that was part of a review of various strategic options to
maximize value for shareholders, including continued execution of
the current strategic plan. A sale was determined to provide
maximum value discovery to realize the highest value for
shareholders.
The Board formed the Special Committee of independent directors
on October 2, 2023 to run the sale
process with the assistance of external advisors. Throughout the
process, the Special Committee engaged in extensive discussions
with multiple credible offerors who expressed interest in acquiring
the Company and a number of buyers participated in such sale
process.
Certain transaction details
The deal will be subject to shareholder approval by the Company
and certain closing conditions, including customary regulatory
approval.
Advisors
Deutsche Bank AG, Davis Polk
& Wardwell, Mourant Ozannes (Hong
Kong) LLP, and Haiwen & Partners are serving as advisors
to Hollysys. Ascendent is advised by Morrison & Foerster LLP,
Appleby and Zhong Lun Law Firm.
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, 2023, Hollysys had cumulatively carried
out more than 45,000 projects for approximately 23,000 customers in
various sectors including power, petrochemical, high-speed rail,
and urban rail, in which Hollysys has established leading market
positions.
About Ascendent Capital Partners
Ascendent Capital Partners, headquartered in Hong Kong, is a private equity investment
management firm managing assets for global institutional investors,
including sovereign wealth funds, endowments, pensions and
foundations.
Ascendent has successfully led and executed a large number of
innovative and ground-breaking private equity investments,
generating strong risk-adjusted returns for investors and business
growth for our portfolio companies. Ascendent has established a
consistent track record in providing advice and solution capital to
entrepreneurs, business owners and management teams, building
long-lasting relationships through in-depth collaboration. For
additional information about Ascendent, please visit Ascendent's
website at www.ascendentcp.com.
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
Company Contact:
Hollysys Automation Technologies Ltd.
www.hollysys.com
+8610-5898-1386
investors@hollysys.com
Media Contacts (Hong Kong and
New York):
Brunswick Group
hollysys@brunswickgroup.com
Daniel Del Re (Hong Kong)
ddelre@brunswickgroup.com
+852 9255 5136
Libby Lloyd (New York)
llloyd@brunswickgroup.com
+1 347 283 3871
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SOURCE Hollysys Automation Technologies Ltd