BEIJING, Dec. 15, 2015 /PRNewswire/ -- Vimicro
International Corporation (NASDAQ: VIMC) ("Vimicro" or the
"Company"), a leading video surveillance technology and solution
provider in China, announced today
that, at an extraordinary general meeting held today, the Company's
shareholders voted in favor of, among others, the proposal to
authorize and approve the previously announced Agreement and Plan
of Merger dated September 15, 2015
(as amended on November 3, 2015, the
"Merger Agreement") and among Vimicro China (Parent) Limited
("Parent"), Vimicro China Acquisition Limited ("Merger Sub") and
the Company and the plan of merger between Merger Sub and the
Company required to be filed with the Registrar of Companies of the
Cayman Islands (the "Plan of
Merger"), pursuant to which Merger Sub will be merged with and into
the Company with the Company continuing as the surviving company as
a wholly-owned subsidiary of Parent after the merger (the
"merger"), and to authorize and approve any and all transactions
contemplated by the Merger Agreement, including the merger.
Immediately after the completion of the merger, 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.
Approximately 58.93% of the Company's total outstanding voting
ordinary shares (including ordinary shares represented by the
Company's American depositary shares ("ADSs")) voted in person or
by proxy at today's extraordinary general meeting. Of the voting
power represented by these ordinary shares voted in person or by
proxy at the extraordinary general meeting, approximately 98.57%
were voted in favor of the proposal to authorize and approve the
Merger Agreement and the Plan of Merger and any and all
transactions contemplated by the Merger Agreement, including the
merger. A two-thirds majority of the voting power represented by
the ordinary shares of the Company present and voting in person or
by proxy at the extraordinary general meeting was required for
authorizing and approving the merger.
The parties currently expect to complete the merger as soon as
practicable, subject to the satisfaction or waiver of the
conditions set forth in the Merger Agreement. Upon completion of
the merger, the Company will become a privately held company and
its ADSs will no longer be listed on the NASDAQ Global Market.
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: +86-10-5884-8898
E-mail: ir@vimicro.com
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SOURCE Vimicro International Corporation