Global-Tech Advanced Innovations Inc. (NASDAQ: GAI) today
announced that its Board of Directors (the “Board”) has received an
unsolicited preliminary non-binding proposal letter, dated August
1, 2015, from Mr. John C.K. Sham, President and Chief Executive
Officer of the Company, and certain of his controlled or affiliated
entities (collectively, the “Acquirer”), proposing a potential
offer to acquire all of the outstanding common shares of the
Company (the “Offer”) not already beneficially owned or controlled
by the Acquirer for $8.75 in cash per share (“Shares”).
According to the proposal letter, the Acquirer plans to form an
acquisition company for the purpose of implementing the Offer, and
the Offer is intended to be financed with a combination of cash and
debt. The proposal letter states that the Acquirer is confident of
its ability to timely secure adequate financing to consummate the
Offer subject to the terms and conditions set out therein. A copy
of the proposal letter is attached hereto as Exhibit A.
The Company’s Board of Directors intends to form a special
committee comprised of and selected by independent directors (the
“Special Committee”) to consider the proposal and any resulting
Offer. The Special Committee is authorized to retain advisors,
including an independent financial advisor and legal counsel, to
assist it in evaluating any such proposal or Offer.
The Board cautions the Company’s shareholders and others
considering trading in its securities since the Board has just
received the unsolicited preliminary non-binding proposal letter
from the Acquirer and no decisions have been made with respect to
the Company’s response to the proposal. There can be no assurance
that any definitive offer will be made, or that if an offer is
received, that such an offer or any other transaction will be
approved or consummated. The Company does not undertake any
obligation to provide any updates with respect to this or any other
transaction, except as required under applicable law.
Global-Tech Advanced Innovations Inc. is a holding company,
owning subsidiaries that manufacture and market electronic
components and other related products, such as complementary metal
oxide semiconductor (CMOS) camera modules (CCMs). The primary focus
of its subsidiaries is to develop and market high-quality products
for the communications industry in China and export such products
to markets in other countries throughout the world.
Except for historical information, certain statements contained
herein are forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," “should,” "estimates," or variations
of such words and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements are
subject to risks and uncertainties, including but not limited to,
the impact of competitive products and pricing, demand for new and
existing products in our core business, the financial condition of
the Company’s customers, product demand and market acceptance
especially of our new products, the success of new product
development especially in the area of cellular phone components and
solutions, compact camera modules and other pending projects,
reliance on material customers, suppliers and key strategic
alliances, the terms and conditions of customer contracts and
purchase orders, availability and cost of raw materials, the timely
and proper execution of certain business plans, including the plan
to diversify and transform a portion of manufacturing capacity to
higher-value, technology-oriented products, currency fluctuations,
including the revaluation of the Chinese Renminbi, the imposition
by China’s trading partners of economic sanctions and/or protective
tariffs on Chinese manufactured goods, uncertainties associated
with investments, the regulatory environment, fluctuations in
operating results, the impact of changing global, political and
economic conditions and other risks detailed from time to time in
the Company's filings with the U.S. Securities and Exchange
Commission including its most recent Report on Form 20-F. The
Company does not undertake to update its forward-looking
information, or any other information contained or referenced in
this press release to reflect future events or circumstances.
Exhibit A
August 1, 2015
The Board of DirectorsGlobal-Tech Advanced Innovations
Inc.12/F., Kin Teck Industrial Building26 Wong Chuk Hang
RoadAberdeen, Hong Kong
Dear Directors:
John C.K. Sham, President and Chief Executive Officer of
Global-Tech Advanced Innovations Inc. (the “Company”), and certain
of his controlled or affiliated entities (collectively, the
"Acquirer") are pleased to submit this preliminary non-binding
proposal to acquire all outstanding common shares (the “Shares”) of
the Company not beneficially owned or controlled by the Acquirer in
a going-private transaction (the “Acquisition”). Our proposed
purchase price for each Share of the Company is $8.75 in cash.
We believe that our proposal provides an attractive opportunity
for the Company's shareholders. Our proposed purchase price
represents a premium of approximately 192% to the closing trading
price of the Company’s Shares on July 31, 2015 and a premium of
approximately 169% and 153% to the average closing trading price
during the last 30 and 60 trading days, respectively.
1. Acquirer. The Acquirer, for the
purpose of the Acquisition, plans to form an acquisition company
for the purpose of implementing the Acquisition.
2. Purchase Price. The
consideration payable for each Share of the Company will be $8.75
in cash per Share (other than those Shares held or controlled by
the Acquirer that may be rolled over in connection with the
Acquisition).
3. Funding. Acquirer intends to
finance the Acquisition with a combination of cash and debt and is
confident of its ability to timely secure adequate financing to
consummate the Acquisition subject to the terms and conditions set
out therein.
4. Due Diligence. We believe that
we will be in a position to complete customary due diligence for
the Acquisition in a timely manner and in parallel with discussions
on the definitive agreements. We respectfully ask the board of
directors of the Company (the “Board”) to accommodate such due
diligence request and approve the provision of confidential
information relating to the Company and its business to potential
sources of debt financing subject to a customary form of
confidentiality agreement.
5. Definitive Agreements. We are
prepared to promptly negotiate and finalize definitive agreements
(the "Definitive Agreements") providing for the Acquisition and
related transactions. This proposal is subject to execution of the
Definitive Agreements. These documents will provide for
representations, warranties, covenants and conditions, which are
typical, customary and appropriate for transactions of this
type.
6. Process. We believe that the
Acquisition will provide superior value to the Company's
shareholders. We recognize that the Board will evaluate the
Acquisition independently before it can make its determination to
endorse it. Given the involvement of Mr. Sham in the Acquisition,
we expect that the independent, disinterested members of the Board
will proceed to consider the proposed Acquisition. In considering
our offer, the Board should be aware that the Acquirer is
interested only in acquiring the outstanding Shares that it does
not already beneficially own or control, and that the Acquirer does
not intend to sell any of its stake (owned or controlled) in the
Company to any third party.
7. Confidentiality. The Acquirer
will, as required by law, promptly file any document required with
the U.S. Securities and Exchange Commission to disclose this
proposal. However, we are sure you will agree that it is in all of
our interests to ensure that we proceed in a strictly confidential
manner, unless otherwise required by law, until we have executed
Definitive Agreements or terminated our discussions.
8. No Binding Commitment. This
letter constitutes only a preliminary indication of our interest,
and does not constitute any binding commitment with respect to the
Acquisition. A binding commitment will result only from the
execution of Definitive Agreements, and then will be on terms and
conditions as provided in such documentation.
In closing, we would like to express our commitment to working
together to bring this Acquisition to a successful and timely
conclusion. Should you have any questions regarding this proposal,
please do not hesitate to contact us. We look forward to hearing
from you.
Sincerely yours,
/s/ John C.K. Sham
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version on businesswire.com: http://www.businesswire.com/news/home/20150803005492/en/
Global-Tech Advanced Innovations Inc.Cecilia Au-Yeung, +(852)
2814-0601investorrelations@global-webpage.comhttp://global-webpage.newshq.businesswire.com
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