BEIJING, Dec. 18, 2015 /PRNewswire/ -- Vimicro
International Corporation (NASDAQ: VIMC) ("Vimicro" or the
"Company"), a leading video surveillance technology and solution
provider in China, announced today
the completion of the merger (the "merger") with Vimicro China
Acquisition Limited ("Merger Sub"), a wholly-owned subsidiary of
Vimicro China (Parent) Limited ("Parent"), pursuant to the
Agreement and Plan of Merger dated September
15, 2015 (as amended on November 3,
2015, the "Merger Agreement"), by and among Parent, Merger
Sub and the Company. As a result of the merger, the Company ceased
to be a publicly traded company and became a wholly-owned
subsidiary of Parent.
Under the terms of the Merger Agreement, each of the Company's
ordinary shares, par value US$0.0001
per share (the "Shares"), issued and outstanding immediately prior
to the effective time of the merger has been cancelled in exchange
for the right to receive US$3.375 in
cash without interest, and each of the Company's American
depositary shares, each representing four Shares (the "ADSs")
issued and outstanding immediately prior to the effective time of
the merger has been cancelled in exchange for the right to receive
US$13.50 in cash without interest
(less US$0.05 per ADS cancellation
fee), other than (i) Shares (including Shares represented by ADSs)
owned by Parent, Merger Sub or the Company (as treasury shares, if
any), or by any direct or indirect wholly-owned subsidiary of
Parent, Merger Sub or the Company, in each case immediately prior
to the effective time of the merger, (ii) Shares (including Shares
represented by ADSs) reserved (but not yet allocated) by the
Company for settlement upon exercise of any options to purchase
Shares outstanding under the Company's 2004 Share Option Plan or
2005 Share Incentive Plan (including any amendment and modification
thereto) (the "Company Options"), (iii) the Shares and ADSs
beneficially owned (as determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) by any of Dr.
Zhonghan (John) Deng, Vimicro
Beijing Corporation, Mr. Zhaowei (Kevin)
Jin, Vimicro Shenzhen Corporation, Dr. Xiaodong (Dave) Yang, Vimicro Tianjin
Corporation and Alpha Spring Limited, but excluding (a) 2,356,434
Shares and 108,325 ADSs beneficially owned by Dr. Xiaodong (Dave) Yang, (b) 4,453,192 Shares and
15,000 ADSs beneficially owned by Dr. Zhonghan (John) Deng, and (c) 1,391,851 Shares
and 100,000 ADSs beneficially owned by Mr. Zhaowei (Kevin) Jin,
and/or (iv) any Shares that are issued and outstanding immediately
prior to the effective time of the merger and are held by a holder
of Shares who has validly exercised and not lost its rights to
dissent from the merger pursuant to Section 238 of the Cayman
Companies Law (the Shares described under (i) through (iv) above
are collectively referred to herein as the "Excluded Shares").
Shareholders of record as of the effective time of the merger
who are entitled to the merger consideration will receive a letter
of transmittal and instructions on how to surrender their share
certificates and uncertificated shares in exchange for the merger
consideration. Shareholders should wait to receive the letter of
transmittal and instructions before surrendering their share
certificates and uncertificated shares. As soon as practicable
after the date of this announcement, J.P. Morgan Chase Bank, N.A.,
in its capacity as ADS depositary (the "ADS Depositary") will call
for the surrender of all ADSs (other than any ADS that represents
Excluded Shares) for delivery of the merger consideration. Upon the
surrender of ADSs, the ADS Depositary will pay to the surrendering
holders US$13.50 per ADS surrendered
in cash without interest (less US$0.05 per ADS cancellation fee) and net of any
applicable withholding taxes.
The Company also announced today that it has requested that
trading of its ADSs on the NASDAQ Global Market (the "NASDAQ") be
suspended. The Company requested the NASDAQ to file Form 25 with
the United States Securities and Exchange Commission (the "SEC")
notifying the SEC of the delisting of its ADSs on the NASDAQ and
the deregistration of the Company's registered securities. The
Company intends to terminate its reporting obligations under the
Securities Exchange Act of 1934, as amended, by filing Form 15 with
the SEC. The Company's obligations to file or furnish with the SEC
certain reports and forms, including Form 20-F and Form 6-K, will
be suspended immediately as of the filing date of the Form 15 and
will cease once the deregistration becomes effective.
In connection with the merger, Duff & Phelps, LLC and Duff
& Phelps Securities, LLC (together, "Duff & Phelps") is
serving as financial advisors to the special committee of the board
of directors of the Company (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 for the merger consisting of 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.
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
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/vimicro-announces-closing-of-merger-300195156.html
SOURCE Vimicro International Corporation