BEIJING, March 5, 2013 /PRNewswire/ -- SYSWIN Inc.
("SYSWIN" or the "Company") (NYSE: SYSW), a leading primary real
estate service provider in China,
announced today that it has called an extraordinary general meeting
of shareholders (the "EGM"), to be held at 10:00 a.m. on Wednesday,
April 3, 2013 (Beijing
time). The meeting will be held at 9/F Syswin Building, No. 316
Nan Hu Zhong Yuan, Chaoyang
District, Beijing, China, to
consider and vote on the proposal to adopt the previously announced
agreement and plan of merger dated December
24, 2012, among Brilliant Strategy Limited ("Parent"), a
business company with limited liability incorporated under the laws
of the British Virgin Islands,
Brilliant Acquisition Limited ("Merger Sub"), an exempted company
with limited liability incorporated under the laws of the
Cayman Islands and a wholly-owned
subsidiary of Parent, and the Company (the "Merger Agreement"),
pursuant to which Merger Sub will be merged with and into the
Company, with the Company surviving the merger as a wholly-owned
subsidiary of Parent (the "Merger"). If completed, the Merger would
result in SYSWIN becoming a privately-held company and its American
Depository Shares ("ADSs") would no longer be listed on the New
York Stock Exchange. The Company's board of directors, acting upon
the unanimous recommendation of the special committee formed by the
board of directors of the Company, approved the Merger Agreement
and resolved to recommend that the Company's shareholders vote to
approve the Merger Agreement and the transactions contemplated by
the Merger Agreement, including the Merger.
Shareholders of record as of the close of business in the
Cayman Islands on March 24, 2013 will be entitled to vote at the
EGM. The record date for ADS holders entitled to instruct JPMorgan
Chase Bank, N.A., the ADS depositary, to vote the shares
represented by the ADSs is the close of business in New York City on March
14, 2013. Additional information regarding the EGM and the
Merger Agreement can be found in the Transaction Statement on
Schedule 13E-3, and the proxy statement attached as Exhibit (a)-(1)
thereto, filed with the Securities and Exchange Commission (the
"SEC"), which can be obtained from the SEC's website
(http://www.sec.gov).
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About SYSWIN
The Company began focusing on providing primary real estate
services since 2004 and believes it is a leading primary real
estate service provider in China.
The Company currently has operations in 28 cities throughout China.
The Company primarily provides real estate sales agency services to
property developers relating to new residential properties.
Capitalizing on the experience and capabilities gained in
Beijing, the Company focuses on
providing tailored services to its key clients in a number of
markets and has been successful in generating repeat business and
increasing business volume. Of China's top 30 developers (including
those that do not use sales agency services), 15 are or have
previously been clients of the Company. Clients of the Company
include some of the most well-recognized national developers in
China, including China Vanke, Poly Real Estate, CR Land, Agile
Group and Guangzhou R&F Properties.
SOURCE SYSWIN Inc.