BEIJING, Aug. 13, 2012 /PRNewswire-Asia/ -- Yucheng
Technologies Limited (Nasdaq: YTEC) ("Yucheng," the "Company,"
"we," "us" and "our"), a leading China-based provider of IT solutions to the
financial services industry in China, today announced that it has entered
into an agreement and plan of merger (the "Merger Agreement") with
New Sihitech Limited ("Parent"), a British Virgin Islands company wholly-owned by
Mr. Weidong Hong, the Company's
Chairman and Chief Executive Officer, and New Sihitech Acquisition
Limited ("Merger Sub"), a British Virgin
Islands company wholly-owned by Parent.
Pursuant to the terms of the Merger Agreement, each of the
Company's ordinary shares issued and outstanding immediately prior
to the effective time of the merger will be cancelled in exchange
for the right to receive US$3.90 in
cash, without interest, except for (i) the shares beneficially
owned by Mr. Hong, which will be cancelled without receiving any
consideration (the "Founder Shares"), (ii) the shares owned by
certain of the Company's employees and officers and certain other
shareholders (the "Rollover Shareholders"), which will remain
outstanding and survive the merger (the "Rollover Shares") and
(iii) the shares owned by holders who have validly exercised and
not effectively withdrawn or lost their appraisal rights pursuant
to Section 179 of the British Virgin Islands Business Companies
Act, 2004, as amended. The per share consideration of
US$3.90 represents a premium of
approximately 26.6% over the closing price and a premium of
approximately 43.4% over the 90-trading day volume weighted average
price on May 18, 2012, the last
trading day prior to the Company's announcement on May 21, 2012 that it had received a "going
private" proposal from Mr. Hong. Collectively, the Founder Shares
and Rollover Shares represent approximately 33.9% of the Company's
ordinary shares.
Parent intends to finance the merger through a combination of
proceeds in the amount of US$48
million from an exchangeable notes subscription agreement
with certain affiliates of China Everbright Investment Management
Ltd. and an equity commitment of US$3.594
million by Mr. Hong.
The Company's Board of Directors, acting upon the unanimous
recommendation of the Independent Committee formed by the Board of
Directors, approved the Merger Agreement and the merger and
resolved to recommend that the Company's shareholders vote to
approve the Merger Agreement and the merger. The Independent
Committee, which is composed solely of independent and
disinterested directors, negotiated the terms of the Merger
Agreement with the assistance of its financial and legal
advisors.
The merger, which is currently expected to close before the end
of the fourth quarter of 2012, is subject to the approval by an
affirmative vote of shareholders representing two-thirds or more of
the Company's ordinary shares present and voting in person or by
proxy as a single class at an extraordinary general meeting of the
Company's shareholders which will be convened to consider the
approval of the Merger Agreement and the merger, as well as certain
other customary closing conditions. Mr. Hong and certain of
the Rollover Shareholders have agreed under a voting agreement to
vote an aggregate of approximately 29.1% of the outstanding shares
of the Company in favor of the merger. If completed, the
merger will result in the Company becoming a privately-held
company, owned directly as to approximately 81.1% and 18.9% by
Parent the Rollover Shareholders, respectively. Following the
merger, the shares will no longer be listed on the NASDAQ Global
Select Market.
ROTH Capital Partners LLC is serving as financial advisor to the
Independent Committee. Cleary Gottlieb
Steen & Hamilton LLP is serving as United States legal advisor to the Independent
Committee and Walkers is serving as British Virgin Islands legal advisor to the
Independent Committee. Golenbock Eiseman Assor Bell &
Peskoe is serving as United States
legal advisor to the Company. Skadden, Arps, Slate,
Meagher & Flom LLP is serving as United States legal advisor to the buyer group
and Hempel and Boyd is serving as British
Virgin Islands legal advisor to the buyer group.
Lazard is serving as financial advisor to the buyer group.
Akin Gump Strauss Hauer & Feld LLP is serving as United States legal advisor to ROTH Capital
Partners LLC. Fried, Frank, Harris, Shriver & Jacobson
LLP is serving as United States
legal advisor to Lazard.
Additional Information about the Transaction
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the proposed
merger, which will include the Merger Agreement and related
documents. All parties desiring details regarding the
proposed merger are urged to review these documents, which will be
available at the SEC's website (http://www.sec.gov).
In connection with the proposed merger, the Company will prepare
and mail a proxy statement to its shareholders. In addition,
certain participants in the proposed merger will prepare and mail
to the Company's shareholders a Schedule 13E-3 transaction
statement. These documents will be filed with or furnished to
the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS
FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
PROPOSED MERGER AND RELATED MATTERS. In addition to receiving
the proxy statement and Schedule 13E-3 transaction statement
by mail, shareholders also will be able to obtain these documents,
as well as other filings containing information about the Company,
the proposed merger and related matters, without charge, from the
SEC's website (http://www.sec.gov) or at the SEC's public reference
room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition,
these documents can be obtained, without charge, by contacting the
Company at the following address and/or telephone number:
Yucheng Technologies Limited
Beijing Global Trade Center, Tower D, Floor 9
36 North Third Ring Road East
Dongcheng District, Beijing
100013
People's Republic of China
Telephone: (86 10) 5913-7889
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the
proposed merger when it is filed with the SEC. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and Schedule 13E-3
transaction statement and the other relevant documents filed with
the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the proposed merger
proceed.
About Yucheng Technologies Limited
Yucheng Technologies Limited (NASDAQ:YTEC - News) is a leading
IT service provider to the Chinese financial service providers.
Headquartered in Beijing, China,
Yucheng services clients from its nationwide network with
approximately 2,800 employees. Yucheng provides a comprehensive
suite of IT solutions to Chinese Banks including: (i) Channel
Solutions, such as e-banking and call centers; (ii) Business
Solutions, such as core banking systems and loan management; and
(iii) Management Solutions, such as risk analytics and business
intelligence. The independent research firm IDC named Yucheng the
No. 1 market share leader in China's Banking IT solution market in 2010 and
2011. For more information about Yucheng Technologies Limited,
please visit www.yuchengtech.com
Cautionary Note Regarding Forward-Looking Statements
The information contained in this document is as of August 13, 2012. Yucheng assumes no obligation to
update any forward-looking statements contained in this document as
a result of new information or future events or developments.
This press release includes forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties.
Forward looking statements are statements that are not historical
facts. Forward-looking statements generally can be identified by
the use of forward looking terminology, such as "may," "will,"
"expect," "intend," "estimate," "anticipate," "believe," "project"
or "continue" or the negative thereof or other similar words. Such
forward-looking statements, based upon the current beliefs and
expectations of Yucheng's management, are subject to risks and
uncertainties, which could cause actual results to differ from the
forward looking statements. The following factors, among others,
could cause actual results to differ from those set forth in the
forward-looking statements: current dependence on the PRC banking
industry demand for the products and services of Yucheng;
competition from other service providers in the PRC and
international consulting firms; the ability to update and expand
product and service offerings; retention and hiring of qualified
employees; protection of intellectual property; creating and
maintaining quality product offerings; and operating a business in
the PRC with its changing economic and regulatory environment. A
further list and description of these risks, uncertainties, and
other matters can be found in our Annual Report on Form 20-F for
the fiscal year ended December 31,
2011, and in our interim current reports on Form 6-K filed
with the United States Securities and Exchange Commission and
available at www.sec.gov.
For more information about Yucheng, please visit
www.yuchengtech.com.
For investor and media inquiries, please
contact:
In China:
Mr. Steve Dai
Yucheng Technologies
Limited
Tel:
+86-10-5913-7889
Email: investors@yuchengtech.com
SOURCE Yucheng Technologies Limited
