BEIJING, Sept. 15, 2015 /PRNewswire/ -- Vimicro
International Corporation (NASDAQ: VIMC) ("Vimicro" or the
"Company"), a leading video surveillance technology and solution
provider in China, today announced
that it has entered into a definitive Agreement and Plan of Merger
(the "Merger Agreement") with Vimicro China (Parent) Limited
("Parent") and Vimicro China Acquisition Limited ("Merger Sub"),
pursuant to which Parent will acquire Vimicro (the "Transaction")
for US$3.375 per ordinary share of
the Company (a "Share") or US$13.50
per American depositary share, each representing four Shares (an
"ADS"). This amount represents a premium of 9.5% over the Company's
closing price of US$12.33 per ADS on
June 19, 2015, the last trading day
prior to June 22, 2015, the date that
the Company announced that it had received a "going-private"
proposal, and a premium of 15.4% to the volume-weighted average
closing prices of the Company's ADSs during the 90 trading days
prior to June 22, 2015.
Immediately after the completion of the Transaction, Parent will
be ultimately beneficially owned by Dr. Zhonghan (John) Deng, founder, chairman and
chief executive officer of the Company, Mr. Zhaowei (Kevin) Jin, co-chief executive officer
and a board member of the Company, Dr. Xiaodong (Dave) Yang and Mr. Shengda Zan (collectively, the "Buyer
Group"). To date, the Buyer Group beneficially owns, in the
aggregate, approximately 41% of the outstanding Shares (excluding
outstanding options of the Company).
The Company's board of directors (the "Board"), acting upon the
unanimous recommendation of a special committee of the Board (the
"Special Committee"), approved the Merger Agreement and the
Transaction and resolved to recommend that the Company's
shareholders vote to authorize and approve the Merger Agreement and
the Transaction. The Special Committee, which is composed solely of
independent directors of the Company who are unaffiliated with
Parent, Merger Sub or any member of the Buyer Group or management
of the Company, exclusively negotiated the terms of the Merger
Agreement with the Buyer Group with the assistance of its
independent financial and legal advisors.
Prior to the approval of the Merger Agreement by the Board, the
Board approved and the Company has executed and delivered Amendment
No. 2 to the Rights Agreement, dated December 12, 2008, as amended by Amendment No. 1
to Rights Agreement, dated June 18,
2015 (as so amended, the "Rights Agreement"), by and between
RBC Corporate Services Hong Kong Limited (formerly known as RBC
Dexia Corporate Services Hong Kong Limited), as rights agent. The
Rights Amendment, among other things, renders the Rights Agreement
inapplicable to the Merger Agreement and the transactions
contemplated thereby.
The Transaction is subject to various closing conditions,
including a condition that the Merger Agreement be authorized and
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 a meeting of the Company's shareholders
convened to consider the authorization and approval of the Merger
Agreement. The Buyer Group have agreed to vote all of the Shares
beneficially owned by them in favor of the authorization and
approval of the Merger Agreement and the Transaction. If completed,
the Transaction will result in the Company becoming a
privately-held company and its ADSs will no longer be listed on the
NASDAQ Global Market.
The Buyer Group intends to fund the Transaction from the
proceeds of a loan to be provided by Alpha Spring Limited pursuant
to a commitment letter dated September 15,
2015.
The Company will prepare and file with the U.S. Securities and
Exchange Commission (the "SEC") a Schedule 13E-3 transaction
statement, which will include a proxy statement of the Company. The
Schedule 13E-3 will include a description of the Merger Agreement
and contain other important information about the Transaction, the
Company and the other participants in the Transaction.
Duff & Phelps, LLC and Duff & Phelps Securities, LLC
(together, "Duff & Phelps") is serving as financial advisors to
the Special Committee. Kirkland & Ellis is serving as U.S.
legal advisor to the Special Committee and Maples and Calder is
serving as Cayman Islands legal
advisor to the Company. Duane Morris
& Selvam LLP is serving as legal advisor to Duff &
Phelps.
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP is serving as U.S. legal
advisor to the Buyer Group.
Additional Information about the Transaction
The Company will furnish to the SEC a report on Form 6-K
regarding the proposed transactions described in this announcement,
which will include the Merger Agreement as an exhibit. All parties
desiring details regarding the transactions contemplated by the
Merger Agreement, including the Merger, are urged to review these
documents, which will be available at the SEC's website
(http://www.sec.gov).
In connection with the proposed Transaction, the Company will
prepare and mail a proxy statement that will include a copy of the
Merger Agreement to its shareholders. In addition, certain
participants in the proposed Transaction will prepare and mail to
the Company's shareholders a Schedule 13E-3 transaction statement
that will include the Company's proxy statement. These documents
will be filed with or furnished to the SEC. 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. In addition to receiving the proxy statement and Schedule
13E-3 transaction statement by mail, shareholders also will be able
to obtain these documents, as well as other filings containing
information about the Company, the proposed Transaction and related
matters, without charge, from the SEC's website
(http://www.sec.gov) or at the SEC's public reference room at 100 F
Street, NE, Room 1580, Washington,
D.C. 20549. In addition, these documents can be obtained,
without charge, by contacting the Company at the following address
and or phone number:
Vimicro International Corporation
16/F Shining Tower
No. 35 Xueyuan Road, Haidian District
Beijing 100191, People's Republic of China
Telephone +8610-5884-8898
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed Transaction. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the proposed
Transaction when it is filed with the SEC. Additional information
regarding the interests of such potential participants will be
included in the proxy statement and Schedule 13E-3 transaction
statement and the other relevant documents filed with the SEC when
they become available.
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 any proxy statement or other
materials that may be filed or furnished with the SEC should the
proposed Transaction proceed.
About Vimicro International Corporation
Vimicro International Corporation (NASDAQ: VIMC) is a leading
video surveillance technology and solution provider that designs,
develops and markets a full range of video surveillance products
and solutions to governments, private enterprises, and consumers in
China. Vimicro co-developed SVAC
(Surveillance Video and Audio Coding), the national video
surveillance technological standard, which demonstrates its unique
strengths in proprietary multimedia IC technology, making it a
leader in China's fast-growing
security and surveillance market. Vimicro is headquartered in
Beijing, China and has
subsidiaries and offices throughout China and in Silicon Valley. Vimicro's ADSs
each represent four ordinary shares and are traded on the NASDAQ
Global Market exchange under the ticker symbol "VIMC".
Forward-Looking Statements
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "confident" and similar statements. Among
other things, the quotations from management in this announcement,
as well as Vimicro's expectations and forecasts, contain
forward-looking statements. Vimicro may also make written or oral
forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission on Forms 20-F and 6-K, etc., in
its annual report to shareholders, in press releases and other
written materials and in oral statements made by its officers,
directors or employees to third parties. Statements that are not
historical facts, including statements about Vimicro's beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the following: the Company's ability to increase its
sales of PC camera processors, as well as video surveillance
products; the expected growth of the video surveillance market; the
Company's ability to retain existing customers and acquire new
customers and respond to competitive market conditions; the
Company's ability to respond in a timely manner to the evolving
market and changing consumer preferences and industry standards and
to stay abreast of technological changes; the Company's ability to
secure sufficient foundry capacity in a timely manner; the
Company's ability to effectively protect its intellectual property
and the risk that it may infringe on the intellectual property of
others; and cyclicality of the semiconductor industry and
fluctuations in the markets in which the Company competes. Further
information regarding these and other risks is included in
Vimicro's annual report on Form 20-F filed with the Securities and
Exchange Commission. Vimicro does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law. All information provided in this press release is
as of the date hereof, and Vimicro undertakes no duty to update
such information, except as required under applicable law.
Contact:
Vimicro International Corporation
Investor Relations
Phone: +8610-5884-8898
E-mail: ir@vimicro.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/vimicro-enters-into-definitive-merger-agreement-for-going-private-transaction-300143280.html
SOURCE Vimicro International Corporation