AutoNavi Announces Extraordinary General Meeting of Shareholders
13 Junio 2014 - 6:30AM
AutoNavi Holdings Limited (the "Company" or "AutoNavi")
(Nasdaq:AMAP) announced today that it has called an extraordinary
general meeting of shareholders (the "EGM"), to be held on July 16,
2014 at 10:00 a.m. (Hong Kong Time). The meeting will be held at
42/F, Edinburgh Tower, The Landmark, 15 Queen's Road Central, Hong
Kong, to consider and vote on, among other things, the proposal to
authorize and approve the previously announced agreement and plan
of merger (the "Merger Agreement") dated April 11, 2014 by and
among Alibaba Investment Limited ("Alibaba"), Ali ET Investment
Holding Limited ("Merger Sub") and the Company, the plan of merger
(the "Plan of Merger") and the transactions contemplated thereby
(including the merger).
Pursuant to the Merger Agreement, Merger Sub will merge with and
into the Company, with the Company continuing as the surviving
company. If completed, the merger will result in the Company
becoming a privately held company. AutoNavi's American
depositary shares ("ADSs") will no longer be listed on NASDAQ, and
the American depositary shares program for AutoNavi's ADSs will
terminate. In addition, AutoNavi's ADSs and AutoNavi shares
represented by the ADSs will cease to be registered under Section
12 of the Securities Exchange Act of 1934.
The Company's board of directors, acting upon the unanimous
recommendation of the independent committee of the board of
directors comprised of directors unaffiliated with Alibaba or
Merger Sub, authorized and approved the Merger Agreement, the Plan
of Merger and the transactions contemplated thereby (including the
merger) and recommends that the Company's shareholders and ADS
holders vote FOR, among other things, the proposal to authorize and
approve the Merger Agreement, the Plan of Merger and the
transactions contemplated thereby (including the merger).
Shareholders of record as of the close of business in the Cayman
Islands on July 2, 2014 will be entitled to vote at the EGM.
ADS holders as of the close of business in New York City on
June 13, 2014 will be entitled to instruct Deutsche Bank Trust
Company Americas, the ADS depositary, to vote the shares
represented by the ADSs at the EGM.
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 ("SEC"), which
can be obtained from the SEC's website (http://www.sec.gov).
In addition, the Company's proxy materials (including the
proxy statement) will be mailed to shareholders and ADS holders.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY
AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED
WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
TRANSACTION AND RELATED MATTERS.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for the proxy statement and other
materials that have been or will be filed with or furnished to the
SEC.
About AutoNavi Holdings Limited
AutoNavi Holdings Limited (Nasdaq:AMAP) is a leading provider of
digital map content and navigation and location-based solutions in
China. At the core of its business is a comprehensive nationwide
digital map database that covers approximately 3.6 million
kilometers of roadway and over 20 million points of interest across
China. Through its digital map database and proprietary technology
platform, AutoNavi provides comprehensive, integrated navigation
and location-based solutions optimized for the Chinese market and
users, including automotive navigation solutions, mobile
location-based solutions and Internet location-based solutions, and
public sector and enterprise applications. For more information on
AutoNavi, please visit http://www.autonavi.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions include: uncertainties as to how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; the possibility
that debt financing may not be available; the possibility that
various closing conditions for the transaction may not be satisfied
or waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, as well as the Schedule 13E-3
transaction statement and the proxy statement filed by the Company.
These forward-looking statements reflect the Company's expectations
as of the date of this press release. You should not rely upon
these forward-looking statements as predictions of future events.
The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
CONTACT: For investor and media inquiries please contact:
In China:
Investor Relations
AutoNavi Holdings Limited
Tel: +86-10-8410-7883
E-mail: ir@autonavi.com
Derek Mitchell
Ogilvy Financial, Beijing
Tel: +86-10-8520-3073
E-mail: amap@ogilvy.com
In the U.S.:
Justin Knapp
Ogilvy Financial, U.S.
Tel: +1-616-551-9714
E-mail: amap@ogilvy.com
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