Global-Tech Advanced Innovations Announces Extraordinary General Meeting of Shareholders
05 Februar 2016 - 11:30PM
Business Wire
Global-Tech Advanced Innovations Inc. (NASDAQ: GAI) (the
“Company”) today announced that it has called an extraordinary
general meeting of its shareholders (the “EGM”), to be held on
March 17, 2016 at 10:30 a.m. (Hong Kong time), at 12/F., Kin Teck
Industrial Building, 26 Wong Chuk Hang Road, Aberdeen, Hong Kong,
to consider and vote on, among other matters, the proposal to
authorize and approve the previously announced agreement and plan
of merger dated as of December 4, 2015 (the ‘‘Merger Agreement”),
among the Company, Timely Star Limited (“Parent”) and Timely Merit
Limited (“Merger Sub”), the articles of merger and plan of merger
required to be filed with the Registrar of Corporate Affairs of the
British Virgin Islands as provided in Section 171(2) of the BVI
Companies Act, 2004 of the British Virgin Islands (together, the
“Plan of Merger”), and the transactions contemplated thereby,
including the Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will be merged with and into the Company (the “Merger”) with
the Company continuing as the surviving corporation. If completed,
the proposed Merger would result in the Company becoming a
privately-held company and the ordinary shares of the Company will
no longer be listed on the Nasdaq Stock Market LLC. The Company’s
board of directors, acting upon the unanimous recommendation of a
special committee of the Company’s board of directors composed
entirely of independent directors who are unaffiliated with Parent,
Merger Sub or any member of the buyer group or management of the
Company, authorized and approved the Merger Agreement, the Plan of
Merger and the transactions contemplated thereby (including the
Merger) and resolved to recommend that the Company’s shareholders
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 at the close of business in the British
Virgin Islands on February 22, 2016 will be entitled to attend and
vote at the EGM. Additional information regarding the EGM and the
Merger Agreement can be found in the transaction statement on
Schedule 13E-3, as amended, and the definitive proxy statement
attached as Exhibit (a)-(1) thereto, filed with the U.S.
Securities and Exchange Commission (the “SEC”), which can be
obtained, along with other filings containing information about the
Company, the proposed Merger and related matters, without charge,
from the SEC’s website (www.sec.gov). Requests for additional
copies of the definitive proxy statement should be directed to
American Stock Transfer & Trust Company, LLC, the Company’s
proxy solicitor, at +1-800-934-5449. 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 MERGER AND RELATED MATTERS.
This announcement is neither a solicitation of a proxy, 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 filings
that have been or will be made with the SEC.
About Global-Tech Advanced Innovations Inc.
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.
Safe Harbor: Forward-Looking Statement
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
include, among others, those concerning expected benefits and costs
of the proposed Merger; management plans relating to the Merger;
the expected timing of the completion of the Merger; the parties’
ability to complete the Merger considering the various closing
conditions, including any conditions related to regulatory
approvals, as well as all assumptions, expectations, predictions,
intentions or beliefs about future events. All of such assumptions
are inherently subject to uncertainties and contingencies beyond
the Company’s control and based upon premises with respect to
future business decisions, which are subject to change. The Company
does not undertake any obligation to update any forward-looking
statements, except as required under applicable law.
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version on businesswire.com: http://www.businesswire.com/news/home/20160205005756/en/
Global-Tech Advanced Innovations Inc.Ms. Cecilia Au-Yeung,
+852-2814-0601investorrelations@global-webpage.comhttp://global-webpage.newshq.businesswire.com
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