UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3
(Amendment No. 2)
(Rule
13E-100)
RULE
13E-3
TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
ASIAINFO-LINKAGE, INC.
(Name of Issuer)
ASIAINFO-LINKAGE, INC.
SKIPPER LIMITED
SKIPPER ACQUISITION CORPORATION
SKIPPER HOLDINGS LIMITED
SKIPPER INVESTMENT LIMITED
POWER JOY (CAYMAN) LIMITED
CITIC CAPITAL MB INVESTMENT LIMITED
CITIC CAPITAL (TIANJIN) EQUITY INVESTMENT LIMITED PARTNERSHIP
ALPINVEST
PARTNERS CO-INVESTMENTS 2011 II C.V.
ALPINVEST PARTNERS CO-INVESTMENTS 2012 I C.V.
ALPINVEST PARTNERS CO-INVESTMENTS 2012 II C.V.
CPECHINA FUND L.P.
QATAR HOLDING LLC
AL GHARRAFA INVESTMENT COMPANY
ELLINGTON INVESTMENTS PTE. LTD.
CBC TMT III LIMITED
INNOVALUE CAPITAL LTD.
EDWARD TIAN
JEAN QIN KONG
PACIFICINFO LIMITED
JIAN (JAMES) DING
NEW MEDIA CHINA INVESTMENT I, LTD.
STEVE ZHANG
JUN (MICHAEL) WU
YADONG JIN
GUOXIANG LIU
(Name of Persons Filing Statement)
Common Stock, par value US$0.01 per share
(Title of Class of Securities)
04518A104
(CUSIP Number of Class of Securities)
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AsiaInfo-Linkage, Inc.
4th Floor, Zhongdian Information Tower
6 Zhongguancun South Street, Haidian District
Beijing 100086, China
Attn: Deborah Lv
Tel: +86 10 8216 6688
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Skipper Limited
Skipper Acquisition Corporation
Skipper Holdings Limited
Skipper Investment Limited
Power Joy (Cayman) Limited
CITIC Capital MB Investment Limited
CITIC Capital (Tianjin) Equity Investment Limited Partnership
c/o CITIC Capital Partners Management Limited
28/F, CITIC Tower
1
Tim Mei Avenue
Central, Hong Kong
Attn: Vicki Hui, Venus Lam, Zhen Ji
+852 3710 6888
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Edward Tian
Jean Qin Kong
PacificInfo Limited
Unit 906, Level 9, Cyberport 2
100 Cyberport Road
Hong Kong
+852
2122 8400
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CPEChina Fund L.P.
c/o CITIC PE Advisors (Hong Kong) Limited
Suite 606, 6/F
One Pacific Place
88 Queensway
Hong
Kong
Attn: Cindy Chan
+852 3798 0096
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Qatar Holding LLC
Al Gharrafa Investment Company
Q-Tel Tower, 8
th
Floor
Diplomatic Area Street, West Bay
P.O. Box 23224, Doha, QATAR
Attn: Haywood Blakemore
+974 4499 5883
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Ellington Investments Pte. Ltd.
60b Orchard Road, #06-18, Tower 2, The Atrium@Orchard
Singapore 238891
Attn: Mukul Chawla; Yiran Liu
+65 6828 6828
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AlpInvest Partners Co-Investments 2011 II C.V.
AlpInvest Partners Co-Investments 2012 I C.V.
AlpInvest Partners Co-Investments 2012 II C.V.
c/o AlpInvest Partners
Limited
Jachthavenweg 118, 1091 KJ
Amsterdam
The Netherlands
Attn: E.M.J. Thyssen, P.F.F. de van der Schueren
+31 20 540 7575
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CBC TMT III Limited
c/o China Broadband Capital Partners, L.P.
Unit 906, Level 9, Cyberport
2
100 Cyberport Road
Hong Kong
Attn: Jian Jiang
+852 2122 8400
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Jian (James) Ding
New Media China Investment I, Ltd.
28-7 Bishui Zhuangyuan, Changping
District
Beijing 102206
Peoples Republic of China
+86 10 5706 9898
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InnoValue Capital Ltd.
No. 113-3, Sec. 1 An-Ho Road
Taipei 106
Taiwan, R.O.C.
Attn: Pei-Chen Tsai
+886 2 2700 6930 ext. 107
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Steve Zhang
Jun (Michael) Wu
Yadong Jin
Guoxiang Liu
c/o
AsiaInfo-Linkage, Inc.
4th Floor, Zhongdian Information Tower
6 Zhongguancun South Street, Haidian District
Beijing 100086, China
Tel: +86 10 8216 6688
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(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
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Shearman & Sterling
12th Floor, Gloucester Tower,
The Landmark, 15 Queens Road Central, Hong
Kong
Attn: Paul Strecker, Esq.
Fax: +852 2140 0338
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DLA Piper LLP (US)
701 5th Ave., Suite 7000
Seattle, Washington 98104
Attn: Andrew D. Ledbetter, Esq.
Fax: +1 206 494 1800
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Davis Polk & Wardwell
The Hong Kong Club Building
3A Chater Road
Hong Kong
Attn:
Mark J. Lehmkuhler, Esq.
+852 2533 3300
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Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World Office 2
No. 1, Jianguomenwai Avenue
Beijing 100004
Peoples Republic of China
Attn: Peter X. Huang, Esq.
+86 10 6535-5599
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Akin Gump Strauss Hauer & Feld LLP
Unit 05-07, 36th Floor
Edinburgh Tower, The Landmark
15 Queens Road, Central
Hong Kong
Attn:
Gregory D. Puff, Esq.
+852 3694 3010
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Simpson Thacher & Bartlett
ICBC Tower, 35/F
3 Garden Road
Hong Kong
Attn:
Kathryn King Sudol, Esq.
+852 2514 7622
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Ropes & Gray
41st Floor, One Exchange Square
8 Connaught Place
Central
Hong
Kong
Attn: Brian Schwarzwalder, Esq.
+852 3664 6577
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Baker & McKenzie
15th Floor, 168 Tun Hwa North Road
Taipei 10548
Taiwan, R.O.C.
Attn: Alex Chiang, Esq.
Mark Tu, Esq.
+ 886 2 2715 7283
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Cleary Gottlieb Steen & Hamilton LLP
Al Sila Tower, 27
th
Floor
Sowwah Square, P.O. Box 29920,
Abu Dhabi, United Arab Emirates
Attn: Gamal M. Abouali, Esq.
+971 2 412 1720
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This statement is filed in connection with (check the appropriate box):
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x
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The filing of solicitation materials on an information statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c)
under the
Securities Exchange Act of 1934.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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A tender offer.
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¨
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
x
Check the following box if the filing is a final amendment
reporting the results of the transaction:
¨
CALCULATION OF FILING
FEE
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Transaction Valuation*
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Amount of Filing
Fee**
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US$763,301,776.89
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US$104,114.36
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*
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Calculated solely for the purpose of determining the filing fee. The filing fee is calculated based on the sum of (A) 61,737,826 shares of common stock issued and
outstanding as of June 30, 2013 (consisting of the 72,864,393 shares of common stock outstanding as of June 30, 2013 minus the shares owned by Rollover Stockholders and Power Joy (Cayman) Limited) multiplied by US$12.00 merger
consideration, (B) 6,425,841 shares of common stock underlying outstanding options as of June 30, 2013 with an exercise price below US$12.00 per share multiplied by US$3.29 per share (which is the difference between the US$12.00 merger
consideration and the weighted average exercise price of such options of US$8.71 per share), and (C) 108,904 shares of common stock underlying outstanding restricted stock units multiplied by US$12.00 per share.
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**
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The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year
2013, was calculated by multiplying the Transaction Valuation by 0.00013640.
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x
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: US$104,114.36
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Form or Registration No.: Schedule 14A
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Filing Party: AsiaInfo-Linkage, Inc.
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Date Filed: July 23, 2013
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TABLE OF CONTENTS
INTRODUCTION
This Amendment No. 2 to Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this
Schedule
13E-3
or
Transaction Statement
), is being filed with the Securities and Exchange Commission (the
SEC
) pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended (the
Exchange Act
) jointly by the following persons (each, a
Filing Person
, and collectively, the
Filing Persons
): (a) AsiaInfo-Linkage, Inc.,
a Delaware corporation (the
Company
), the issuer of the registered shares of Company common stock, par value US$0.01 per share (each, a
Share
and collectively, the
Shares
), that is subject to
the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Skipper Limited, a Cayman Islands company (
Parent
); (c) Skipper Acquisition Corporation, a Delaware corporation (
Merger Sub
);
(d) Skipper Holdings Limited, a Cayman Islands company (
Holdco
); (e) Skipper Investment Limited, a Cayman Islands company (
CCP Co-Investment Co
); (f) Power Joy (Cayman) Limited, a Cayman Islands
company (
Power Joy
); (g) CITIC Capital MB Investment Limited, a Cayman Islands company (
CITIC Capital MB
); (h) CITIC Capital (Tianjin) Equity Investment Limited Partnership, a Peoples Republic of
China (
PRC
) limited partnership (
CITIC RMB
); (i) AlpInvest Partners Co-Investments 2011 II C.V., a Netherlands limited partnership (
AlpInvest 2011 II
); (j) AlpInvest Partners
Co-Investments 2012 I C.V., a Netherlands limited partnership (
AlpInvest 2012 I
); (k) AlpInvest Partners Co-Investments 2012 II C.V., a Netherlands limited partnership (
AlpInvest 2012 II
and, together with
AlpInvest 2011 II and AlpInvest 2012 I,
AlpInvest
); (l) CPEChina Fund L.P., a Cayman Islands company (
CPEChina
); (m) Qatar Holding LLC, a Qatar company (
QH
); (n) Al Gharrafa
Investment Company, a Cayman Islands company (
Al Gharrafa
); (o) Ellington Investments Pte. Ltd., a Singapore company (
Ellington
); (p) CBC TMT III Limited, a British Virgin Islands company
(
CBC
); (q) InnoValue Capital Ltd., a British Virgin Islands company (
InnoValue
); (r) Mr. Edward Tian, a director of the Company (
Founder
); (s) Ms. Jean Qin Kong, the
Founders spouse; (t) PacificInfo Limited, a British Virgin Islands company (
PacificInfo
and, together with the Founder and Ms. Kong, the
Founder Parties
); (u) Mr. Jian (James) Ding, a
co-chairman of the Company; (v) New Media China Investment I, Ltd., a British Virgin Islands company (
New Media
); (w) Mr. Steve Zhang, the president and chief executive officer of the Company; (x) Mr. Jun
(Michael) Wu, an executive vice president and the chief financial officer of the Company; (y) Mr. Yadong Jin, an executive vice president, the chief technology officer and the general manager of marketing of the Company; (z) and
Mr. Guoxiang Liu, an executive vice president of the Company.
On May 12, 2013, Parent, Merger Sub and the
Company entered into an Agreement and Plan of Merger (the
merger agreement
) providing for the merger of Merger Sub with and into the Company (the
merger
), with the Company surviving the merger as a wholly owned
subsidiary of Parent. Parent and Merger Sub are currently beneficially owned by Power Joy. Immediately prior to the effective time of the merger, each of the Founder Parties, Jian (James) Ding, New Media and Steve Zhang (collectively, the
rollover stockholders
) will contribute the shares of Company common stock beneficially owned by them to Parent in exchange for newly issued ordinary shares of Holdco. Immediately prior to the effective time of the merger, Power
Joy will contribute the shares of Company common stock owned by them to Parent in exchange for newly issued shares of Holdco. At the effective time of the merger, Parent and Merger Sub will be beneficially owned by Power Joy, CITIC RMB, AlpInvest,
CPEChina, Al Gharrafa, Ellington, CBC, InnoValue, the Founder Parties, Jian (James) Ding, New Media and Steve Zhang.
Concurrently with the filing of this Schedule 13E-3, the Company is filing with the SEC an amended preliminary proxy statement (the
Proxy Statement
) under Regulation 14A of the Exchange Act, relating to a special meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon, among other things, a proposal to
adopt the merger agreement. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the merger agreement is attached as Annex A to the Proxy Statement.
Under the terms of the merger agreement, at the effective time of the merger, each share of Company common stock issued and outstanding
immediately prior to the effective time of the merger (other than the excluded shares and the dissenting shares) will be converted into the right to receive US$12.00 in cash without
1
interest (the
merger consideration
). An excluded share is a share of Company common stock held (i) in the treasury of the Company or (ii) by Parent or any
direct or indirect wholly owned subsidiary of Parent (including Merger Sub) immediately prior to the time at which the merger becomes effective, including each share of Company common stock to be contributed to Parent by the rollover stockholders in
accordance with certain rollover agreements entered into by Parent and the rollover stockholders and each share of Company common stock to be contributed to Parent by certain other stockholders of the Company in accordance with certain additional
rollover agreements, if any, which are entered into by such stockholders and Parent from the date of the merger agreement until the date that is two business days prior to the closing date of the merger. A dissenting share is a share of
Company common stock held by a stockholder who is entitled to demand and properly demands appraisal of such share pursuant to, and who complies in all respects with, Section 262 of the General Corporation Law of the State of Delaware, as
amended. The merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including the affirmative vote of the holders of a majority of the outstanding shares of Company common stock at the special
meeting of the stockholders, or any adjournment or postponement thereof, in favor of the adoption of the merger agreement.
At
the effective time of the merger, (i) each outstanding and unvested option to purchase shares of Company common stock that was granted under the Companys 2011 Stock Incentive Plan and held by a tier I employee, and (ii) 73.3% of each
outstanding and unvested option to purchase shares of Company common stock that was granted under the Companys 2011 Stock Incentive Plan and held by a tier II employee, will be converted into an option to purchase a number of shares of Holdco
equal to the number of shares subject to such options to purchase shares of Company common stock (or such applicable portion thereof in the case of a tier II employee). The exercise price of the option to purchase a share of Holdco will be equal to
the excess of (x) the fair market value of a share of Holdco immediately following the effective time of the merger as determined by Parent in good faith over (y) the excess of the merger consideration over the per share exercise price of
such existing options to purchase shares of Company common stock. The other terms and conditions of such options to purchase shares of Company common stock will continue to apply to the options to purchase shares of Holdco. A tier I
employee refers to an employee of the Company with the title of vice president or a more senior title as of the date of the merger agreement. A tier II employee refers to an employee of the Company with the title of director as of
the date of the merger agreement.
At the effective time of the merger, (i) 26.7% of each outstanding and unvested option
to purchase shares of Company common stock that was granted under the Companys 2011 Stock Incentive Plan and held by a tier II employee, and (ii) each outstanding and unvested option to purchase shares of Company common stock that was
granted under the Companys 2011 Stock Incentive Plan and held by an employee of the Company who is neither a tier I employee nor a tier II employee, will be canceled in consideration of an award of restricted stock units (or in the case of a
U.S. taxpayer, restricted stock) that provides for the issuance of a number of shares of Holdco. Such number of shares of Holdco will have an aggregate fair market value as of immediately after the effective time of the merger as determined by
Parent in good faith equal to the excess of the merger consideration over the per share exercise price of such options to purchase shares of Company common stock, multiplied by the number of shares of Company common stock subject to such options.
The awards of restricted stock units and restricted stock will have the same vesting and forfeiture provisions as applied to such options to purchase shares of Company common stock.
At the effective time of the merger, (x) each outstanding and vested option to purchase shares of Company common stock that was
granted under the Companys 2011 Stock Incentive Plan, and (y) each outstanding option, whether vested or unvested, to purchase shares of Company common stock that was granted under a stock plan of the Company other than the Companys
2011 Stock Incentive Plan, will be canceled in consideration of, as soon as practicable after the effective time of the merger, (i) the right to receive a cash payment in an amount equal to the excess of the merger consideration over the per
share exercise price of such options, or (ii) at the election of the holder of such options, the right to receive a number of shares of Holdco with an aggregate fair market value as of immediately following the effective time of the merger as
determined by Parent in good faith equal to the excess of the merger consideration over the per share exercise price of such options, multiplied by
2
the number of shares of Company common stock subject to such options, which will not be subject to any forfeiture restriction (but may be subject to a transfer restriction).
At the effective time of the merger, each outstanding restricted stock unit relating to a share of Company common stock that was granted
under a stock plan of the Company will be converted into a restricted stock unit that provides for the issuance of a share of Holdco, which restricted stock unit shall be subject to the same vesting and forfeiture provisions as applied to such
restricted stock unit relating to a share of Company common stock.
The treatment of Company options and Company restricted
stock units described in the four immediately preceding paragraphs does not apply to any Company options or Company restricted stock units held by any director of the Company who is not a buyer group party. At the effective time of the merger, each
outstanding option to purchase shares of Company common stock held by a director of the Company who is not a buyer group party, whether vested or unvested, will be canceled in consideration of the right to receive a cash payment in an amount equal
to the excess of the merger consideration over the per share exercise price of such option, multiplied by the number of shares of Company common stock subject to such option. At the effective time of the merger, each outstanding restricted stock
unit relating to a share of Company common stock held by a director of the Company who is not a buyer group party will be converted into the right to receive the merger consideration.
The
cross-references
below are being supplied pursuant to General Instruction G to Schedule
13E-3
and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule
13E-3.
Pursuant to General Instruction F to
Schedule
13E-3,
the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule
13E-3
are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined in this Schedule
13E-3
shall have the meanings given to them in the Proxy Statement.
All information
contained in this Schedule
13E-3
concerning each Filing Person has been supplied by such Filing Person.
Item 1
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Summary Term Sheet.
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The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY
TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
Item 2
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Subject Company Information.
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(a)
Name and Address
. The information contained in the section of the Proxy Statement entitled SUMMARY TERM SHEET RELATED TO THE MERGERThe Parties is incorporated herein by
reference.
(b)
Securities
. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGRecord Date; Stockholders Entitled to Vote; Quorum
COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
COMMON STOCK TRANSACTION INFORMATION
3
The exact title of each class of the subject equity securities is AsiaInfo-Linkage,
Inc. common stock, par value US$0.01 per share.
(c)
Trading Market and Price
. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
MARKET PRICE AND DIVIDEND
INFORMATION
(d)
Dividends
. The information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
MARKET PRICE AND DIVIDEND INFORMATION
(e)
Prior Public Offerings
. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
COMMON STOCK TRANSACTION INFORMATION
(f)
Prior Stock Purchases
. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
COMMON STOCK TRANSACTION INFORMATION
Item 3
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Identity and Background of Filing Person.
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(a)
Name and Address
. AsiaInfo-Linkage, Inc. is the subject company. The information set forth in the Proxy Statement contained in the sections of the Proxy Statement entitled SUMMARY TERM
SHEET RELATED TO THE MERGERThe Parties and ANNEX JDIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON IS INCORPORATED HEREIN BY REFERENCE.
(b)
Business and Background of Entities
. The information set forth in the Proxy Statement contained in the sections of the Proxy Statement entitled SUMMARY TERM SHEET RELATED TO THE
MERGERThe Parties and ANNEX JDIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON IS INCORPORATED HEREIN BY REFERENCE.
(c)
Business and Background of Natural Persons
. The information set forth in the Proxy Statement contained in the sections of the Proxy Statement entitled SUMMARY TERM SHEET RELATED TO THE
MERGERThe Parties and ANNEX JDIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON IS INCORPORATED HEREIN BY REFERENCE.
Item 4
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Terms of the Transaction.
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(a) (1)
Material Terms
. Not applicable.
(a) (2)
Material Terms
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special Committee for the
Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee;
Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO
THE MERGER Purposes and Reasons of the Buyer Consortium for the Merger
4
THE SPECIAL MEETINGRecord Date; Stockholders Entitled to Vote; Quorum
SPECIAL FACTORS RELATING TO THE MERGERMaterial United States Federal Income Tax Consequences
ANNEX AAGREEMENT AND PLAN OF MERGER
(c)
Different Terms
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE MERGERFinancing of the Merger
SPECIAL FACTORS RELATING TO THE MERGERVoting Agreement
THE SPECIAL MEETINGStock Ownership and Interests of Certain Persons
THE MERGER AGREEMENTTreatment of Common Stock, Company Options and Company Restricted Stock Units
ANNEX AAGREEMENT AND PLAN OF MERGER
(d)
Appraisal Rights
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
APPRAISAL RIGHTS
ANNEX IDELAWARE GENERAL CORPORATION LAW SECTION 262
(e)
Provisions for Unaffiliated Security Holders
. The information set forth in the Proxy Statement under SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending
the Adoption of the Merger Agreement; Fairness of the Merger, is incorporated herein by reference. There have been no other provisions in connection with the merger to grant unaffiliated security holders access to the corporate files of the
Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.
(f)
Eligibility for Listing
or Trading
. Not applicable.
Item 5
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Past Contacts, Transactions, Negotiations and Agreements.
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(a)
Transactions
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGERRelationship Between Us and Buyer Consortium
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
5
(b)
Significant Corporate Events
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Officers in the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
(c)
Negotiations or Contacts
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference.
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Officers in the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
(e)
Agreements Involving the Subject
Companys Securities
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS
RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERInterests of the
Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGERFinancing of the
Merger
SPECIAL FACTORS RELATING TO THE MERGERConsortium Agreement
SPECIAL FACTORS RELATING TO THE MERGERVoting Agreement
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
Item 6
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Purposes of the Transaction and Plans or Proposals.
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(b)
Use of Securities Acquired
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPlans for the Company
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
(c)(1)-(8)
Plans
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
6
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of
Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGER Purposes and Reasons of the Buyer Consortium for the Merger
SPECIAL FACTORS RELATING TO THE MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPlans for the Company
SPECIAL FACTORS RELATING TO THE MERGERFinancing of the Merger
SPECIAL FACTORS RELATING TO THE MERGERVoting Agreement
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGERDelisting and Deregistration of Company Common Stock
THE MERGER AGREEMENT
MARKET PRICE AND DIVIDEND INFORMATION
ANNEX AAGREEMENT AND PLAN
OF MERGER
ANNEX BLIMITED GUARANTEE
ANNEX CLIMITED GUARANTEE
ANNEX DLIMITED GUARANTEE
ANNEX ELIMITED GUARANTEE
ANNEX FLIMITED GUARANTEE
ANNEX GPAYMENT AGREEMENT
Item 7
|
Purposes, Alternatives, Reasons and Effects.
|
(a)
Purposes
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special Committee for the
Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee;
Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO
THE MERGER Purposes and Reasons of the Buyer Consortium for the Merger
SPECIAL FACTORS RELATING TO THE
MERGERCertain Effects of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPlans for the Company
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
7
(b)
Alternatives
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE MERGERBackground of the
Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special
Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and
Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL
FACTORS RELATING TO THE MERGER Positions of the Buyer Consortium Regarding the Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGER Purposes and Reasons of the Buyer Consortium for the Merger
SPECIAL FACTORS RELATING TO THE MERGEREffects on the Company if Merger is not Completed
(c)
Reasons
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special Committee for the
Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee;
Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO
THE MERGEROpinion of Goldman Sachs, Financial Advisor to the Special Committee
SPECIAL FACTORS RELATING TO
THE MERGER Purposes and Reasons of the Buyer Consortium for the Merger
(d)
Effects
. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors
and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERCertain Effects of the
Merger
SPECIAL FACTORS RELATING TO THE MERGERPlans for the Company
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGERDelisting and Deregistration of Company Common Stock
THE MERGER AGREEMENTEffects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws
THE MERGER AGREEMENTTreatment of Common Stock, Company Options and Company Restricted Stock Units
8
SPECIAL FACTORS RELATING TO THE MERGERMaterial United States Federal Income Tax
Consequences
APPRAISAL RIGHTS
ANNEX AAGREEMENT AND PLAN OF MERGER
Item 8
|
Fairness of the Transaction.
|
(a), (b)
Fairness; Factors Considered in Determining Fairness
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGEROpinion of Goldman Sachs, Financial Advisor to the Special Committee
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending
the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGER
Positions of the Buyer Consortium Regarding the Fairness of the Merger
ANNEX HFINANCIAL ADVISOR OPINION
(c)
Approval of Security Holders
. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGRecord Date; Stockholders Entitled to Vote; Quorum
THE SPECIAL MEETINGVote Required
THE MERGER AGREEMENTConditions to the Merger
ANNEX
AAGREEMENT AND PLAN OF MERGER
(d)
Unaffiliated Representative
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending
the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGEROpinion
of Goldman Sachs, Financial Advisor to the Special Committee
ANNEX HFINANCIAL ADVISOR OPINION
(e)
Approval of Directors
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
9
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of
Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
(f)
Other Offers
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending
the Adoption of the Merger Agreement; Fairness of the Merger
Item 9
|
Reports, Opinions, Appraisals and Negotiations.
|
(a)-(c)
Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of documents
. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference.
SUMMARY TERM SHEET RELATED TO THE
MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGEROpinion of Goldman Sachs, Financial Advisor to the Special Committee
WHERE YOU CAN FIND MORE INFORMATION
ANNEX HFINANCIAL ADVISOR OPINION
Item 10
|
Source and Amounts of Funds or Other Consideration.
|
(a), (b)
Source of Funds; Conditions
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERFinancing of the Merger
THE MERGER AGREEMENTFinancing
ANNEX AAGREEMENT AND PLAN OF MERGER
(c)
Expenses
. The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGEREffects on the Company if Merger is not
Completed
SPECIAL FACTORS RELATING TO THE MERGERFees and Expenses
THE MERGER AGREEMENTTermination
THE MERGER AGREEMENTTermination Fees and Reimbursement of Expenses
ANNEX AAGREEMENT AND PLAN OF MERGER
10
(d)
Borrowed Funds
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERFinancing of the Merger
Item 11
|
Interest in Securities of the Subject Company.
|
(a)
Securities Ownership
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Officers in the Merger
COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
(b)
Securities Transactions
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Officers in the
Merger
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
THE MERGER AGREEMENT
COMMON STOCK TRANSACTION INFORMATION
ANNEX AAGREEMENT AND PLAN
OF MERGER
Item 12
|
The Solicitation or Recommendation.
|
(d)
Intent to Tender or Vote in a
Going-Private
Transaction
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERVoting Agreement
SPECIAL FACTORS RELATING TO THE MERGERInterests of the Companys Directors and Officers in the Merger
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of Directors and Special Committee for the
Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee;
Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
THE SPECIAL
MEETINGVote Required
THE SPECIAL MEETINGStock Ownership and Interests of Certain Persons
COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
(e)
Recommendation of Others
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
SUMMARY TERM SHEET RELATED TO THE MERGERRecommendation of Our Board of Directors and Special
Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
QUESTIONS AND
ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
11
SPECIAL FACTORS RELATING TO THE MERGERPurposes and Reasons of Our Board of
Directors and Special Committee for the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our
Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGER Positions of the Buyer Consortium Regarding the Fairness of the Merger
THE SPECIAL MEETINGRecommendation of Our Board of Directors and Special Committee
Item 13
|
Financial Statements.
|
(a)
Financial Information
. The audited consolidated financial statements of the Company as of and for the years ended
December 31, 2011 and 2012 are incorporated herein by reference to the Companys Annual Report on Form 10-K for the year ended December 31, 2012. The unaudited consolidated financial statements of the Company as of and for the fiscal
quarter ended September 30, 2013 are incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
SELECTED FINANCIAL
INFORMATION
WHERE YOU CAN FIND MORE INFORMATION
(b)
Pro forma information
. Not applicable.
Item 14
|
Persons/Assets, Retained, Employed, Compensated Or Used.
|
(a)
Solicitations or Recommendations
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending
the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL FACTORS RELATING TO THE MERGERFees and
Expenses
THE SPECIAL MEETINGSolicitation of Proxies
(b)
Employees and corporate assets
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET RELATED TO THE MERGER
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORS RELATING TO THE MERGERBackground of the Merger
SPECIAL FACTORS RELATING TO THE MERGERRecommendation of Our Board of Directors and Special Committee; Reasons for Recommending
the Adoption of the Merger Agreement; Fairness of the Merger
THE SPECIAL MEETINGSolicitation of
Proxies
12
Item 15
|
Additional Information.
|
(b)
Other material information
. The entirety of the Proxy Statement, including all Annexes thereto, is incorporated herein by
reference.
(a)(1) Preliminary Proxy
Statement of AsiaInfo-Linkage, Inc., incorporated by reference to the Schedule 14A filed with the SEC on November 13, 2013.
(a)(2) Form
of Proxy Card, incorporated herein by reference to Annex K to the Proxy Statement.
(a)(3) Notice of Special Meeting of Stockholders of the
Company, incorporated herein by reference to the Proxy Statement.
(a)(4) Press Release dated May 13, 2013, incorporated herein by
reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company to the SEC on May 13, 2013.
(a)(5) Current Report on
Form 8-K filed by the Company to the SEC on May 21, 2013 (incorporated herein by reference).
(a)(6) Press Release dated May 24,
2013, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company to the SEC on May 24, 2013.
(b) Debt Commitment Letter by and among Merger Sub, Parent, Holdco, Power Joy (Cayman) Limited and, as mandated lead arrangers, Bank of Taiwan, Cathay
United Bank, Co., LTD., ICBC International Capital Limited, Maybank Investment Bank Berhad and Nomura International (Hong Kong) Limited and, as lenders, Bank of Taiwan, New York Branch, Cathay United Bank, LTD. Los Angeles Agency, ICBC International
Holdings Limited, Maybank International (L) Ltd. and Nomura Special Investments Singapore Pte. Ltd., dated May 7, 2013, incorporated by reference to Exhibit 99.3 to the Schedule 13D filed by Power Joy, the Founder Parties, Jian (James)
Ding, New Media and Steve Zhang with the SEC on May 14, 2013 (the
Joint Filing Schedule 13D
).
(c)(1) Opinion of
Goldman Sachs (Asia) L.L.C., dated May 12, 2013, incorporated herein by reference to Annex H to the Proxy Statement.
(c)(2) Presentation
Materials prepared by Goldman Sachs (Asia) L.L.C. to the special committee of the board of directors of the Company, dated March 21, 2012.*
(c)(3) Presentation Materials prepared by Goldman Sachs (Asia) L.L.C. to the special committee of the board of directors of the Company, dated July 19, 2012.*
(c)(4) Presentation Materials prepared by Goldman Sachs (Asia) L.L.C. to the special committee of the board of directors of the Company, dated
November 14, 2012.*
(c)(5) Presentation Materials prepared by Goldman Sachs (Asia) L.L.C. to the special committee of the board of
directors of the Company, dated March 22, 2013.*
(c)(6) Presentation Materials prepared by Goldman Sachs (Asia) L.L.C. for discussion
with the special committee of the board of directors of the Company, dated May 12, 2013.*
(d)(1) Agreement and Plan of Merger by and
among the Company, Parent and Merger Sub, dated May 12, 2013, incorporated herein by reference to Annex A to the Proxy Statement.
13
(d)(2) Limited Guarantee by Power Joy in favor of the Company, dated May 12, 2013, incorporated herein
by reference to Annex B to the Proxy Statement.
(d)(3) Limited Guarantee by CITIC Capital MB in favor of the Company, dated May 12,
2013, incorporated herein by reference to Annex C to the Proxy Statement.
(d)(4) Limited Guarantee by CPEChina in favor of the Company, dated
May 12, 2013, incorporated herein by reference to Annex D to the Proxy Statement.
(d)(5) Limited Guarantee by CBC in favor of the
Company, dated May 12, 2013, incorporated herein by reference to Annex E to the Proxy Statement.
(d)(6) Limited Guarantee by InnoValue
in favor of the Company, dated May 12, 2013, incorporated herein by reference to Annex F to the Proxy Statement.
(d)(7) Payment
Agreement by and among Ellington and the Company, dated May 12, 2013, incorporated herein by reference to Annex G to the Proxy Statement.
(d)(8) Equity Commitment Letter by Power Joy in favor of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.4 to the Joint Filing
Schedule 13D filed with the SEC on May 14, 2013.
(d)(9) Equity Commitment Letter by CITIC RMB in favor of Parent, dated May 12,
2013, incorporated by reference to Exhibit 99.5 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(10) Equity
Commitment Letter by CPEChina in favor of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.6 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(11) Equity Commitment Letter by Al Gharrafa in favor of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.7 to the Joint Filing Schedule 13D filed with the SEC on May 14,
2013.
(d)(12) Equity Commitment Letter by Ellington in favor of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.8 to
the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(13) Equity Commitment Letters by AlpInvest 2011 II in favor of
Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.9 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(14) Equity Commitment Letters by AlpInvest 2012 I in favor of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.10 to the Joint Filing Schedule 13D filed with the SEC on
May 14, 2013.
(d)(15) Equity Commitment Letters by AlpInvest 2012 II in favor of Parent, dated May 12, 2013, incorporated by
reference to Exhibit 99.11 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(16) Equity Commitment Letter by CBC
in favor of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.12 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(17) Equity Commitment Letter by InnoValue in favor of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.13 to the Joint Filing Schedule 13D filed with the SEC on May 14,
2013.
(d)(18) Rollover Agreement by and among the rollover stockholders, Parent and Holdco, dated May 12, 2013, incorporated by
reference to Exhibit 99.14 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(19) Voting Agreement by and among
the Founder Parties, Jian (James) Ding, New Media, Steve Zhang, Jun (Michael) Wu, Yadong Jin, Guoxiang Liu, Parent, Holdco, dated May 12, 2013, incorporated by reference to Exhibit 99.15 to the Joint Filing Schedule 13D filed with the SEC on
May 14, 2013.
14
(d)(20) Amendment Agreement by and among the parties to the Rollover Agreement and the Voting Agreement,
dated June 17, 2013, incorporated by reference to Exhibit 99.23 to Amendment No. 1 to the Joint Filing Schedule 13D filed with the SEC on June 18, 2013.
(d)(21) Consortium Agreement by and among CCP Co-Investment Co, Holdco, Parent, Merger Sub, Power Joy, CITIC RMB, AlpInvest, CPEChina, Al Gharrafa, Ellington, CBC, InnoValue, CITIC Capital MB, the Founder
and PacificInfo dated May 12, 2013, incorporated by reference to Exhibit 99.16 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(f)(1) Appraisal Rights, incorporated herein by reference to the Section entitled Appraisal Rights in the Proxy Statement.
(f)(2) Section 262 of the General Corporation Law of the State of Delaware, incorporated herein by reference to Annex I to the Proxy Statement.
(g) Not applicable.
*
|
Previously filed on July 23, 2013.
|
15
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of November 13, 2013
|
|
|
|
|
ASIAINFO-LINKAGE, INC.
|
|
|
By:
|
|
/s/ Davin A. Mackenzie
|
|
|
Name:
|
|
Davin A. Mackenzie
|
|
|
Title:
|
|
Director
|
|
SKIPPER INVESTMENT LIMITED
|
|
|
By:
|
|
/s/ Ji Zhen
|
|
|
Name:
|
|
Ji Zhen
|
|
|
Title:
|
|
Authorised Signatory
|
|
SKIPPER HOLDINGS LIMITED
|
|
|
By:
|
|
/s/ Ji Zhen
|
|
|
Name:
|
|
Ji Zhen
|
|
|
Title:
|
|
Authorised Signatory
|
|
SKIPPER LIMITED
|
|
|
By:
|
|
/s/ Ji Zhen
|
|
|
Name:
|
|
Ji Zhen
|
|
|
Title:
|
|
Authorised Signatory
|
|
SKIPPER ACQUISITION CORPORATION
|
|
|
By:
|
|
/s/ Ji Zhen
|
|
|
Name:
|
|
Ji Zhen
|
|
|
Title:
|
|
Authorised Signatory
|
|
POWER JOY (CAYMAN) LIMITED
|
|
|
By:
|
|
/s/ Ji Zhen
|
|
|
Name:
|
|
Ji Zhen
|
|
|
Title:
|
|
Authorised Signatory
|
|
CITIC CAPITAL MB INVESTMENT LIMITED
|
|
|
By:
|
|
/s/ Ji Zhen
|
|
|
Name:
|
|
Ji Zhen
|
|
|
Title:
|
|
Authorised Signatory
|
|
CITIC CAPITAL (TIANJIN) EQUITY INVESTMENT LIMITED PARTNERSHIP
(
)
|
|
|
By:
|
|
/s/ Ji Zhen
|
|
|
Name:
|
|
Ji Zhen
|
|
|
Title:
|
|
Authorised Signatory
|
16
|
|
|
|
|
CPECHINA FUND, L.P.
|
|
|
BY:
|
|
CITIC PE ASSOCIATES, L.P.
|
|
|
BY:
|
|
CITIC PE FUNDS LIMITED
|
|
|
By:
|
|
/s/ Ching Nar Cindy Chan
|
|
|
Name:
|
|
Ching Nar Cindy Chan
|
|
|
Title:
|
|
Director
|
|
ALPINVEST PARTNERS CO-INVESTMENTS 2011 II C.V., as represented by its general partner AlpInvest Partners 2011 B.V.,
in its turn represented by AlpInvest Partners B.V., its managing director
|
|
|
By:
|
|
/s/ Maarten Vervoort
|
|
|
Name:
|
|
Maarten Vervoort
|
|
|
Title:
|
|
Managing Director
|
|
|
By:
|
|
/s/ P.F.F. de van der Schueren
|
|
|
Name:
|
|
P.F.F. de van der Schueren
|
|
|
Title:
|
|
Chief Legal Officer
|
|
ALPINVEST PARTNERS CO-INVESTMENTS 2012 I C.V., as represented by its general partner AlpInvest Partners 2012 I B.V.,
in its turn represented by AlpInvest Partners B.V., its managing director
|
|
|
By:
|
|
/s/ Maarten Vervoort
|
|
|
Name:
|
|
Maarten Vervoort
|
|
|
Title:
|
|
Managing Director
|
|
|
By:
|
|
/s/ P.F.F. de van der Schueren
|
|
|
Name:
|
|
P.F.F. de van der Schueren
|
|
|
Title:
|
|
Chief Legal Officer
|
|
ALPINVEST PARTNERS CO-INVESTMENTS 2012 II C.V., as represented by its general partner AlpInvest Partners 2012 II
B.V., in its turn represented by AlpInvest Partners B.V., its managing director
|
|
|
By:
|
|
/s/ Maarten Vervoort
|
|
|
Name:
|
|
Maarten Vervoort
|
|
|
Title:
|
|
Managing Director
|
|
|
By:
|
|
/s/ P.F.F. de van der Schueren
|
|
|
Name:
|
|
P.F.F. de van der Schueren
|
|
|
Title:
|
|
Chief Legal Officer
|
17
|
|
|
|
|
QATAR HOLDING LLC
|
|
|
By:
|
|
/s/ Ahmad Al-Sayed
|
|
|
Name:
|
|
Ahmad Al-Sayed
|
|
|
Title:
|
|
Authorized Signatory
|
|
AL GHARRAFA INVESTMENT COMPANY
|
|
|
By:
|
|
/s/ Ahmad Al-Sayed
|
|
|
Name:
|
|
Ahmad Al-Sayed
|
|
|
Title:
|
|
Authorized Signatory
|
|
ELLINGTON INVESTMENTS PTE. LTD.
|
|
|
By:
|
|
/s/ Ravi Lambah
|
|
|
Name:
|
|
Ravi Lambah
|
|
|
Title:
|
|
Authorized Signatory
|
|
CBC TMT III LIMITED
|
|
|
By:
|
|
/s/ Edward Tian
|
|
|
Name:
|
|
Edward Tian
|
|
|
Title:
|
|
Director
|
|
INNOVALUE CAPITAL LTD.
|
|
|
By:
|
|
/s/ Liu, Tzu-Lien
|
|
|
Name:
|
|
Liu, Tzu-Lien
|
|
|
Title:
|
|
Director
|
|
EDWARD TIAN
|
|
|
|
|
/s/ Edward Tian
|
|
PACIFICINFO LIMITED
|
|
|
By:
|
|
/s/ Edward Tian
|
|
|
Name:
|
|
Edward Tian
|
|
|
Title:
|
|
Director
|
|
JEAN QIN KONG
|
|
|
|
|
/s/ Jean Qin Kong
|
|
JIAN (JAMES) DING
|
|
|
|
|
/s/ Jian (James) Ding
|
|
NEW MEDIA CHINA INVESTMENT I, LTD.
|
|
|
By:
|
|
/s/ Jian (James) Ding
|
|
|
Name:
|
|
Jian (James) Ding
|
|
|
Title:
|
|
Director
|
18
|
|
|
|
|
STEVE ZHANG
|
|
|
|
|
/s/ Steve Zhang
|
|
JUN (MICHAEL) WU
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/s/ Jun (Michael) Wu
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YADONG JIN
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/s/ Yadong Jin
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GUOXIANG LIU
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/s/ Guoxiang Liu
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EXHIBIT INDEX
(a)(1) Preliminary Proxy Statement of AsiaInfo-Linkage, Inc., incorporated by reference to the Schedule 14A filed with the SEC on November 13, 2013.
(a)(2) Form of Proxy Card, incorporated herein by reference to Annex K to the Proxy Statement.
(a)(3) Notice of Special Meeting of Stockholders of the Company, incorporated herein by reference to the Proxy Statement.
(a)(4) Press Release dated May 13, 2013, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company to the SEC on May 13, 2013.
(a)(5) Current Report on Form 8-K filed by the Company to the SEC on May 21, 2013 (incorporated herein by reference).
(a)(6) Press Release dated May 24, 2013, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company to
the SEC on May 24, 2013.
(b) Debt Commitment Letter by and among Merger Sub, Parent, Holdco, Power Joy (Cayman) Limited and, as mandated
lead arrangers, Bank of Taiwan, Cathay United Bank, Co., LTD., ICBC International Capital Limited, Maybank Investment Bank Berhad and Nomura International (Hong Kong) Limited and, as lenders, Bank of Taiwan, New York Branch, Cathay United Bank, LTD.
Los Angeles Agency, ICBC International Holdings Limited, Maybank International (L) Ltd. and Nomura Special Investments Singapore Pte. Ltd., dated May 7, 2013, incorporated by reference to Exhibit 99.3 to the Joint Filing Schedule 13D filed
with the SEC on May 14, 2013.
(c)(1) Opinion of Goldman Sachs (Asia) L.L.C., dated May 12, 2013, incorporated herein by reference
to Annex H to the Proxy Statement.
(c)(2) Presentation Materials prepared by Goldman Sachs (Asia) L.L.C. to the special committee of the
board of directors of the Company, dated March 21, 2012.*
(c)(3) Presentation Materials prepared by Goldman Sachs (Asia) L.L.C. to the
special committee of the board of directors of the Company, dated July 19, 2012.*
(c)(4) Presentation Materials prepared by Goldman
Sachs (Asia) L.L.C. to the special committee of the board of directors of the Company, dated November 14, 2012.*
(c)(5) Presentation
Materials prepared by Goldman Sachs (Asia) L.L.C. to the special committee of the board of directors of the Company, dated March 22, 2013.*
(c)(6) Presentation Materials prepared by Goldman Sachs (Asia) L.L.C. for discussion with the special committee of the board of directors of the Company, dated May 12, 2013.*
(d)(1) Agreement and Plan of Merger by and among the Company, Parent and Merger Sub, dated May 12, 2013, incorporated herein by reference to Annex A
to the Proxy Statement.
(d)(2) Limited Guarantee by Power Joy in favor of the Company, dated May 12, 2013, incorporated herein by
reference to Annex B to the Proxy Statement.
(d)(3) Limited Guarantee by CITIC Capital MB in favor of the Company, dated May 12, 2013,
incorporated herein by reference to Annex C to the Proxy Statement.
(d)(4) Limited Guarantee by CPEChina in favor of the Company, dated
May 12, 2013, incorporated herein by reference to Annex D to the Proxy Statement.
20
(d)(5) Limited Guarantee by CBC in favor of the Company, dated May 12, 2013, incorporated herein by
reference to Annex E to the Proxy Statement.
(d)(6) Limited Guarantee by InnoValue in favor of the Company, dated May 12, 2013,
incorporated herein by reference to Annex F to the Proxy Statement.
(d)(7) Payment Agreement by and among Ellington and the Company, dated
May 12, 2013, incorporated herein by reference to Annex G to the Proxy Statement.
(d)(8) Equity Commitment Letter by Power Joy in favor
of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.4 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(9) Equity Commitment Letter by CITIC RMB in favor of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.5 to the Joint Filing Schedule 13D filed with the SEC on May 14,
2013.
(d)(10) Equity Commitment Letter by CPEChina in favor of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.6 to
the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(11) Equity Commitment Letter by Al Gharrafa in favor of Parent,
dated May 12, 2013, incorporated by reference to Exhibit 99.7 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(12) Equity Commitment Letter by Ellington in favor of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.8 to the Joint Filing
Schedule 13D filed with the SEC on May 14, 2013.
(d)(13) Equity Commitment Letters by AlpInvest 2011 II in favor of Parent, dated
May 12, 2013, incorporated by reference to Exhibit 99.9 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(14) Equity Commitment Letters by AlpInvest 2012 I in favor of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.10 to the
Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(15) Equity Commitment Letters by AlpInvest 2012 II in favor of Parent,
dated May 12, 2013, incorporated by reference to Exhibit 99.11 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(16) Equity Commitment Letter by CBC in favor of Parent, dated May 12, 2013, incorporated by reference to Exhibit 99.12 to the Joint Filing
Schedule 13D filed with the SEC on May 14, 2013.
(d)(17) Equity Commitment Letter by InnoValue in favor of Parent, dated May 12,
2013, incorporated by reference to Exhibit 99.13 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(18) Rollover
Agreement by and among the rollover stockholders, Parent and Holdco, dated May 12, 2013, incorporated by reference to Exhibit 99.14 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(19) Voting Agreement by and among the Founder Parties, Jian (James) Ding, New Media, Steve Zhang, Jun (Michael) Wu, Yadong Jin, Guoxiang Liu, Parent
and Holdco, dated May 12, 2013, incorporated by reference to Exhibit 99.15 to the Joint Filing Schedule 13D filed with the SEC on May 14, 2013.
(d)(20) Amendment Agreement by and among the parties to the Rollover Agreement and the Voting Agreement, dated June 17, 2013, incorporated by reference to Exhibit 99.23 to Amendment No. 1 to the
Joint Filing Schedule 13D filed with the SEC on June 18, 2013.
(d)(21) Consortium Agreement by and among CCP Co-Investment Co,
Holdco, Parent, Merger Sub, Power Joy, CITIC RMB, AlpInvest, CPEChina, Al Gharrafa, Ellington, CBC, InnoValue, CITIC Capital MB, the Founder and PacificInfo dated May 12, 2013, incorporated by reference to Exhibit 99.16 to the Joint Filing
Schedule 13D filed with the SEC on May 14, 2013.
(f)(1) Appraisal Rights, incorporated herein by reference to the Section entitled
Appraisal Rights in the Proxy Statement.
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(f)(2) Section 262 of the General Corporation Law of the State of Delaware, incorporated herein by
reference to Annex I to the Proxy Statement.
(g) Not applicable.
*
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Previously filed on July 23, 2013.
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22
Asiainfo-Linkage, Inc. (MM) (NASDAQ:ASIA)
過去 株価チャート
から 8 2024 まで 9 2024
Asiainfo-Linkage, Inc. (MM) (NASDAQ:ASIA)
過去 株価チャート
から 9 2023 まで 9 2024