China TransInfo Technology Corp. Announces Closing of Going Private
Transaction
BEIJING, Nov. 1, 2012 /PRNewswire-FirstCall/ -- China
TransInfo Technology Corp. (NASDAQ: CTFO) ("China TransInfo", the
"Company", "our" or "we"), a leading provider of comprehensive
intelligent transportation system in China through its affiliate, China TransInfo
Technology Group Co., Ltd. (the "Group Company"), announced today
the completion of the merger (the "Merger") on October 31, 2012 contemplated by the previously
announced Agreement and Plan of Merger, dated June 8, 2012 (the "Merger Agreement"), by and
among TransCloud Company Limited, a Cayman Islands exempted company with limited
liability and indirectly wholly owned by Mr. Shudong Xia ("Parent"), TransCloud Acquisition,
Inc., a Nevada corporation and a
wholly owned, direct subsidiary of Parent ("Merger Sub") and the
Company. As a result of the Merger, the Company became a
wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was adopted by
the Company's stockholders at the special meeting held on
October 29, 2012, each share of
Company common stock issued and outstanding immediately prior to
the effective time of the Merger (the "Effective Time") was
converted into the right to receive an amount in cash equal to
US$5.80 without interest and less any
applicable withholding taxes, except for shares held by the Company
as treasury stock or owned, directly or indirectly, by Parent,
Merger Sub or any wholly owned subsidiary of the Company
immediately prior to the Effective Time, including shares
contributed to Parent by Mr. Shudong
Xia (chairman, president, chief executive officer and
secretary of the Company), Ms. Danxia Huang (director, vice
president of operations and treasurer of the Company), Mr.
Shufeng Xia (director of financial
department of China TransInfo Technology Group Co., Ltd., the
Company's consolidated variable interest entity), Karmen Investment
Holdings Limited (one of the Company's stockholders and
beneficially owned by Mr. Shudong
Xia) and SAIF Partners III, L.P. (collectively, the
"Rollover Holders"), which were cancelled without receiving any
consideration. In addition, at the Effective Time, (i) each
outstanding, vested and unexercised option to purchase shares of
Company common stock was cancelled and converted into the right to
receive, a cash amount equal to the number of shares underlying
such option immediately prior to the Effective Time multiplied by
the amount by which US$5.80 exceeds
the exercise price per share of such option, net of any applicable
withholding taxes; (ii) each outstanding and unvested option to
purchase shares of Company common stock was cancelled and converted
into the right to receive a restricted cash award in an amount
equal to the number of shares underlying such option immediately
prior to the Effective Time multiplied the amount by which
US$5.80 exceeds the exercise price
per share of such option; and (iii) each outstanding and
unexercised warrant to purchase shares of Company common stock was
cancelled and converted into the right to receive a cash amount
equal to the total number of shares underlying such warrant
immediately prior to the Effective Time multiplied by the amount by
which US$5.80 exceeds the exercise
price per share of such warrant.
Stockholders of record will receive a letter of transmittal and
instructions on how to surrender their share certificates in
exchange for the merger consideration. Stockholders should
wait to receive the letter of transmittal before surrendering their
share certificates.
The Company also announced today that at its request, on
October 31, 2012, the NASDAQ Stock
Market LLC filed a delisting application on Form 25 with the
Securities and Exchange Commission (the "SEC") to delist and
deregister the Company common stock. The Company intends to
deregister its common stock and suspend its reporting obligations
under the Securities Exchange Act of 1934, as amended, by promptly
filing Form 15 with the SEC on or about November 12, 2012. The Company's
obligations to file with the SEC certain reports and forms,
including Form 10-K, Form 10-Q and Form 8-K, will be suspended
immediately as of the filing date of the Form 15.
About China TransInfo Technology Corp.
China TransInfo, through its affiliate, the Group Company and
the Group Company's PRC operating subsidiaries, is primarily
focused on providing urban and highway transportation management
solutions and information services. The Company is a leading
transportation information products and comprehensive solutions
provider, and aims to be the largest real time transportation
information service provider and major fleet management service
provider in China. As the co-formulator of several
transportation technology national standards, the Company owns nine
patents and has won a majority of the model cases awarded by the
PRC Ministry of Transport. As a result, the Company is
playing a key role in setting the standards for transportation
information solutions in China. For more information, please
visit the Company's website at http://www.chinatransinfo.com.
Safe Harbor Statement
This press release may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Such statements include assumptions,
expectations, predictions, intentions or beliefs about future
events. Forward-looking statements can be identified by the
use of forward-looking terminology such as "will," "believes,"
"expects" or similar expressions. Such information is based
upon expectations of our management that were reasonable when made
but may prove to be incorrect. All of such assumptions are
inherently subject to uncertainties and contingencies beyond our
control and based upon premises with respect to future business
decisions, which are subject to change. We do not undertake
to update the forward-looking statements contained in this press
release. For a description of additional risks and
uncertainties that may cause actual results to differ from the
forward-looking statements contained in this press release, see our
most recent Annual Report on Form 10-K filed with the SEC, and our
subsequent SEC filings. Copies of filings made with the SEC
are available through the SEC's electronic data gathering analysis
retrieval system at http://www.sec.gov.
Company
Contact:
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Investor Relations
Contact:
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Ms. Fan Zhou, Investor
Relations Director
|
Mr. John Harmon, CFA,
Sr. Acct. Manager
|
China TransInfo
Technology Corp.
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CCG Investor
Relations
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E-mail: ir@ctfo.com
|
E-mail:
john.harmon@ccgir.com
|
Tel: + 86 10–5169
1657
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Tel: +86 10–8573
1014
|
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Website:
www.ccgirasia.com
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SOURCE China TransInfo Technology Corp.