UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13E-3
(Amendment No. 6)
(Rule 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of
1934
CHINA TRANSINFO TECHNOLOGY
CORP.
(Name of Issuer)
CHINA TRANSINFO TECHNOLOGY CORP.
TRANSCLOUD COMPANY
LIMITED
TRANSCLOUD ACQUISITION, INC.
SHUDONG INVESTMENTS LIMITED
KARMEN INVESTMENT HOLDINGS LIMITED
SAIF PARTNERS III, L.P.
SAIF PARTNERS IV, L.P.
SHUDONG XIA
DANXIA HUANG
SHUFENG XIA
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of
Class of Securities)
169453107
(CUSIP Number of Class of Securities)
China TransInfo Technology Corp.
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TransCloud Company Limited
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9th Floor, Vision Building,
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TransCloud Acquisition, Inc.
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No. 39 Xueyuanlu, Haidian District,
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Shudong Investments Limited
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Beijing, China 100191
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Karmen Investment Holding Ltd.
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Attn: Shudong Xia
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Shudong Xia
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+(86) 10-51691999
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Danxia Huang
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Shufeng Xia
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SAIF Partners III L.P.
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9th Floor, Vision Building,
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SAIF Partners IV L.P.
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No. 39 Xueyuanlu, Haidian District,
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Suite 2115, Two Pacific Place
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Beijing, China 100191
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88 Queensway
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Attn: Shudong Xia
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Admiralty, Hong Kong
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+(86) 10-51691999
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Attn: Andrew Y. Yan
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+ (852) 2234 9116
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(Name, address and telephone number of person authorized to
receive
notices and communications on behalf of the persons filing
statement)
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With copies to:
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Lee Edwards
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Peter X. Huang
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Louis A. Bevilacqua
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Shearman & Sterling LLP
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Skadden, Arps, Slate, Meagher &
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Stephen R. Rusmisel
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12
th
Floor East Tower, Twin Towers
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Flom LLP
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Pillsbury Winthrop Shaw Pittman
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B-12 Jianguomenwai Dajie
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30th Floor, China World Office 2
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LLP
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Beijing 100022, China
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1 Jianguomenwai Avenue
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2300 N Street, N.W.
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Beijing 100004, China
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Washington, DC 20037
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USA
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This statement is filed in connection with (check the
appropriate box):
[X] 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.
[ ] The filing of a registration statement
under the Securities Act of 1933.
[ ] A tender offer.
[ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are preliminary copies:
[ ]
Check the following box if the filing is a final amendment
reporting the results of the transaction: [X]
CALCULATION OF FILING FEE
Transaction Valuation*
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Amount of Filing Fee**
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$76,745,899
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$8,796
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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) 13,071,944 shares of
common stock issued and outstanding as of June 25, 2012 (consisting of the
25,270,069 shares of common stock outstanding as of June 25, 2012 minus
12,198,125 shares held by Mr. Shudong Xia, Karmen Investment Holdings Limited,
SAIF Partners III, L.P., Ms. Danxia Huang and Mr. Shufeng Xia) multiplied by
$5.80 per share merger consideration, (B) 924,901 shares of common stock
underlying outstanding options as of June 25, 2012 multiplied by $0.98 per share
(which is the difference between the $5.80 per share merger consideration and
the weighted average exercise price of such options of $4.82 per share), and (C)
5,555 shares of common stock underlying outstanding warrants as of June 25, 2012
multiplied by $4.00 per share (which is the difference between the $5.80 per
share merger consideration and the weighted average exercise price of $1.80 per
share).
** The amount of the filing fee, calculated in accordance with
Rule 0-11(b)(1) of the Securities Exchange Act of 1934 and the Securities and
Exchange Commission Fee Rate Advisory #3 for Fiscal Year 2012, is calculated by
multiplying the Transaction Valuation by 0.0001146.
[ X ] 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.
Amount Previously Paid: $8,796
Form or Registration No.:
Schedule 14APreliminary Proxy Statement
Filing Party: China TransInfo Technology Corp.
Date Filed: June 26, 2012
TABLE OF CONTENTS
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Page
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INTRODUCTION
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Item 15
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Additional Information
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1
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Item 16
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Exhibits.
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2
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INTRODUCTION
This Amendment No. 6 (this
Final Amendment
) to the
Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits
hereto (as amended, this
Schedule 13E-3
), 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
): China TransInfo Technology Corp., a
Nevada corporation (
CTFO
or the
Company
), the issuer of the
common stock, par value $0.001 per share (
Company common stock
) that is
subject to the Rule 13e-3 transaction; Shudong Investments Limited, a British
Virgin Islands company (
Holdco
), TransCloud Company Limited, a Cayman
Islands exempted company with limited liability and a wholly owned subsidiary of
Holdco (
Parent
), TransCloud Acquisition, Inc., a Nevada corporation and
a wholly owned, direct subsidiary of Parent (the
Merger Sub
), Karmen
Investment Holdings Limited, a British Virgin Islands company (
Karmen
),
SAIF Partners III, L.P., a limited partnership formed in the Cayman Islands
(
SAIF III
), SAIF Partners IV, L.P., a limited partnership formed in the
Cayman Islands (
SAIF IV
), Shudong Xia (
Mr. Xia
), the chairman,
president, chief executive officer and secretary of the Company, Danxia Huang
and Shufeng Xia.
On June 8, 2012, 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.
Prior to the effective time of the merger, Parent and Merger Sub were
beneficially owned by Mr. Xia. Prior to the effective time of the merger, (i)
each of Mr. Xia, Karmen, Danxia Huang, Shufeng Xia and SAIF III (collectively,
the
Rollover Holders
) contributed the shares of Company common stock
beneficially owned by them (the
Rollover Shares
) to Parent in exchange
for newly issued ordinary shares of Holdco, (ii) Mr. Xia purchased newly issued
shares of Holdco for a cash purchase price of $26,955,708, and (iii) SAIF III
purchased newly issued shares of Holdco for a cash purchase price of
$11,552,446. As of the effective time of the merger, Parent and Merger Sub are
beneficially owned by the Rollover Holders and SAIF IV.
This Final Amendment is being filed pursuant to Rule
13e-3(d)(3) to report the results of the transaction that is the subject of this
Schedule 13E-3. Except as set forth in this Final Amendment, all information in
this Schedule 13E-3 remains unchanged.
All information contained in this Schedule 13E-3 concerning
each Filing Person has been supplied by such Filing Person.
Item 15
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Additional Information.
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Item 15(b) is hereby amended and supplemented as follows:
On October 29, 2012, at 10:00 a.m. (local time), a special
meeting of stockholders of the Company was held at 9th Floor, Vision Building,
No. 39 Xueyuanlu, Haidian District, Beijing 100191, China. At the special
meeting, the Companys stockholders voted in favor of the proposal to approve
the merger agreement.
On October 31, 2012, the Company filed Articles of Merger with
the Secretary of State of the State of Nevada, pursuant to which the merger
became effective. Upon the consummation of the merger, each share of Company
common stock issued and outstanding immediately prior to the effective time of
the merger (other than 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 of the merger, including the
Rollover Shares) was converted into the right to receive $5.80. In addition, at
the effective time of the merger, (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 of the merger multiplied by
the amount by which $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
of the merger multiplied the amount by which $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 of the merger
multiplied by the amount by which $5.80 exceeds the exercise price per share of such warrant.
1
At the effective time of the merger, the Company became a wholly owned subsidiary of Parent and the separate corporate existence of Merger Sub ceased. As a result of the merger, the Company common stock ceased trading on the NASDAQ Global Market
(the
NASDAQ
) prior to the opening of trading on November 1, 2012 and became eligible for delisting from the NASDAQ and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act. On October
31, 2012, the NASDAQ Stock Market LLC filed an application on Form 25 with the SEC to report that the Company is no longer listed on the NASDAQ. The Company intends to file a Certification and Notice of Termination on Form 15 with the SEC in order
to deregister the Company common stock under the Exchange Act and suspend the Companys reporting obligations under the Exchange Act.
(a)(1) Proxy Statement of China TransInfo Technology Corp., incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on September 25, 2012 and as supplemented by the Supplement on October 24, 2012 (the
Proxy Statement
).
(a)(2) Form of Proxy Card, incorporated herein by reference 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 as of June 8, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on June 8, 2012.
(a)(5) Press Release dated as of September 25, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on September 25, 2012.
(a)(6) The Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on October 24, 2012.
(a)(7) Supplement to Proxy Statement of China TransInfo Technology Corp. filed with the Securities and Exchange Commission on October 24, 2012.
(a)(8) Press Release dated as of October 30, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on October 30, 2012.
(a)(9) Press Release dated as of November 1, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on November 1, 2012.
(b) Facility Agreement dated as of June 8, 2012, by and between Parent and China Development Bank Corporation Hong Kong Branch, incorporated by reference to Exhibit 7.03 to the Schedule 13D filed by Mr. Xia, Karmen, East Action Investment Holdings
Ltd. Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(c)(1) Opinion of William Blair & Company, L.L.C., dated June 7, 2012, incorporated herein by reference to Annex C to the Proxy Statement.
(c)(2) Presentation Materials prepared by William Blair & Company, L.L.C. for discussion with the special committee of the board of directors of the Company, dated June 7, 2012.*
(d)(1) Agreement and Plan of Merger, dated as of June 8, 2012, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.
2
(d)(2) Limited Guarantee dated as of June 7, 2012, by and between Mr. Xia and SAIF IV in favor of the Company, incorporated herein by reference to Annex B to the Proxy Statement.
(d)(3) SAIF Equity Commitment Letter, dated as of June 7, 2012, by and between SAIF IV and Shudong Investments Limited, incorporated herein by reference to Exhibit 7.04 to the Schedule 13D filed by Mr. Xia, Karmen, East Action Investment Holdings
Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(d)(4) Chairman Equity Commitment Letter, dated as of June 7, 2012, by and between Mr. Xia and Shudong Investments Limited, incorporated herein by reference to Exhibit 7.05 to the Schedule 13D filed by Mr. Xia, Karmen, East Action Investment
Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(d)(5) Voting Agreement, dated as of June 7, 2012, by and among the Company, TransCloud Company Limited, and the stockholders of the Company listed on Schedule A thereto, incorporated herein by reference to Exhibit 7.08 to the Schedule 13D filed by
Mr. Xia, Karmen, East Action Investment Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(d)(6) Contribution Agreement, dated as of June 7, 2012, by and among Parent, Shudong Investments Limited, Mr. Xia and the Rollover Holders listed on Schedule A thereto, incorporated herein by reference to Exhibit 7.06 to the Schedule 13D filed by
Mr. Xia, Karmen, East Action Investment Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(d)(7) Contribution Agreement, dated as of June 7, 2012, by and among Parent, Shudong Investments Limited and SAIF III, incorporated herein by reference to Exhibit 7.07 to the Schedule 13D filed by Mr. Xia, Karmen, East Action Investment Holdings
Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(f) Not applicable.
(g) Not applicable.
* Previously filed on June 26, 2012.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CHINA TRANSINFO TECHNOLOGY CORP.
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By:
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/s/
Shudong Xia
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Shudong Xia
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Chairman, President, Chief Executive and
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Secretary
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Dated: November 1, 2012
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
TRANSCLOUD COMPANY LIMITED
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By:
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/s/
Shudong Xia
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Shudong Xia
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Director
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Dated: November 1, 2012
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
TRANSCLOUD ACQUISITION, INC.
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By:
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/s/
Shudong Xia
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Shudong Xia
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Director
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Dated: November 1, 2012
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SHUDONG INVESTMENTS LIMITED
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By:
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/s/
Shudong Xia
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Shudong Xia
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Director
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Dated: November 1, 2012
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
KARMEN INVESTMENT HOLDINGS LIMITED
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By:
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/s/
Shudong Xia
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Shudong Xia
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Director
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Dated: November 1, 2012
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SAIF PARTNERS III, L.P.
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By:
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/s/
Andrew Y. Yan
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Andrew Y. Yan
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Authorized
Signatory
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Dated: November 1, 2012
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SAIF PARTNERS IV, L.P.
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By:
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/s/
Andrew Y. Yan
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Andrew Y. Yan
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Authorized
Signatory
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Dated: November 1, 2012
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SHUDONG XIA
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By:
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/s/
Shudong Xia
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Dated: November 1, 2012
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DANXIA HUANG
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By:
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/s/
Danxia Huang
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Dated: November 1, 2012
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SHUFENG XIA
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By:
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/s/
Shufeng Xia
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Dated: November 1, 2012
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EXHIBIT INDEX
(a)(1) Proxy Statement of China TransInfo Technology Corp., incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on September 25, 2012 and as supplemented by the Supplement on October 24, 2012 (the
Proxy Statement
).
(a)(2) Form of Proxy Card, incorporated herein by reference 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 as of June 8, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on June 8, 2012.
(a)(5) Press Release dated as of September 25, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on September 25, 2012.
(a)(6) The Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on October 24, 2012.
(a)(7) Supplement to Proxy Statement of China TransInfo Technology Corp. filed with the Securities and Exchange Commission on October 24, 2012.
(a)(8) Press Release dated as of October 30, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on October 30, 2012.
(a)(9) Press Release dated as of November 1, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on November 1, 2012.
(b) Facility Agreement dated as of June 8, 2012, by and between Parent and China Development Bank Corporation Hong Kong Branch, incorporated by reference to Exhibit 7.03 to the Schedule 13D filed by Mr. Xia, Karmen, East Action Investment Holdings
Ltd. Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(c)(1) Opinion of William Blair & Company, L.L.C., dated June 7, 2012, incorporated herein by reference to Annex C to the Proxy Statement.
(c)(2) Presentation Materials prepared by William Blair & Company, L.L.C. for discussion with the special committee of the board of directors of the Company, dated June 7, 2012.*
(d)(1) Agreement and Plan of Merger, dated as of June 8, 2012, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.
(d)(2) Limited Guarantee dated as of June 8, 2012, by and between Mr. Xia and SAIF IV in favor of the Company, incorporated herein by reference to Annex B to the Proxy Statement.
(d)(3) SAIF Equity Commitment Letter, dated as of June 7, 2012, by and between SAIF IV and Shudong Investments Limited, incorporated herein by reference to Exhibit 7.04 to the Schedule 13D filed by Mr. Xia, Karmen, East Action Investment Holdings
Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(d)(4) Chairman Equity Commitment Letter, dated as of June 7, 2012, by and between Mr. Xia and Shudong Investments Limited, incorporated herein by reference to Exhibit 7.05 to the Schedule 13D filed by Mr. Xia, Karmen, East Action Investment
Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(d)(5) Voting Agreement, dated as of June 7, 2012, by and among the Company, TransCloud Company Limited, and the stockholders of the Company listed on Schedule A thereto, incorporated herein by reference to Exhibit 7.08 to
the Schedule 13D filed by Mr. Xia, Karmen, East Action Investment Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(d)(6) Contribution Agreement, dated as of June 7, 2012, by and among Parent, Shudong Investments Limited, Mr. Xia and Rollover Holders listed on Schedule A thereto, incorporated herein by reference to Exhibit 7.06 to the Schedule 13D filed by Mr.
Xia, Karmen, East Action Investment Holdings Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(d)(7) Contribution Agreement, dated as of June 7, 2012, by and among Parent, Shudong Investments Limited and SAIF III, incorporated herein by reference to Exhibit 7.07 to the Schedule 13D filed by Mr. Xia, Karmen, East Action Investment Holdings
Ltd., Ms. Danxia Huang, Mr. Shufeng Xia, SAIF III and Andrew Y. Yan with the Securities and Exchange Commission on June 8, 2012.
(f) Not applicable.
(g) Not applicable.
* Previously filed on June 26, 2012.
China Transinfo Technology Corp. (MM) (NASDAQ:CTFO)
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