Buyer Consortium Led by Recco Control Technology and Dazheng Group Urges the Directors of Hollysys to Convene the Special Meeting of Shareholders and the Special Committee to Move Forward with a Transparent and Genuine Sale Process
Buyer consortium ("the consortium") led by Recco Control Technology Pte. Ltd. ("Recco Control Technology") and Dazheng Group (Hong Kong) Investment Holdings Company Limited ("Dazheng Group") expressed its strong desire for the Special Committee of the board of directors of Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) ("Hollysys" or "the Company") to allow the sale process of the Company to move forward for all potential buyers. Members of the consortium also include TFI Asset Management Limited, and Great Wall Capital Co., Ltd.
The consortium urges the Special Committee to carefully evaluate the latest non-binding indicative all-cash offer of US$26.50 per share from the consortium which is the highest among all of the offers submitted, effectively valuing the firm at approximately $1.64 billion, and to allow the consortium to conduct customary due diligence in order to move forward with its proposal. The sales process must be transparent and genuine for all potential bidders for it to be in the best interest of Hollysys shareholders and realize the true value of the Company.
The consortium also calls on the directors of Hollysys to respect the rights of its shareholders and convene the legitimately requested special meeting immediately. As was recognized in Hollysys' statement on October 30, 2023, the directors of Hollysys have received valid requests for a special meeting from shareholders holding more than 30% of the Company as of the demand record date previously set by the board. Ascendent Capital Partners, which holds 13.7% of the shares, has also publicly called on the directors of Hollysys to convene the special meeting. This brings the total shareholders requiring the directors to convene the special meeting to 46%. The right to meet is an unqualified and unfettered absolute right of the shareholders. The directors should convene the special meeting immediately to uphold their fiduciary duties.
The fact that the special meeting has not been convened by he directors is causing the consortium to have serious concerns over Hollysys' conduct of the sale process and the accountability of the directors to their shareholders. It is unprecedented for a board of directors to refuse to voluntarily and timely convene a meeting which nearly half of their shareholders legitimately want held.
UBS AG Hong Kong Branch is serving as financial advisor to leaders of the consortium, Recco Control Technology and Dazheng Group. Sullivan & Cromwell LLP and DLA Piper are United States counsels to the consortium. Conyers Dill & Pearman is advising the consortium on BVI law.
Recco Control Technology Pte. Ltd is a Singapore-incorporated investor in the automation industry and was founded by Mr. Ke Lei, a veteran in the automation industry in China.
Dazheng Group (Hong Kong) Investment Holdings Company Limited is a Hong Kong-incorporated financial investor founded by sophisticated entrepreneurs and investment banking professionals.
TFI Asset Management Limited is a Hong Kong-based asset management firm which is an indirect subsidiary of Tianfeng Securities Co., Ltd. (also known as TF Securities, SH: 601162).
About Great Wall Capital
Great Wall Capital Co., Ltd. is a Beijing-based private equity investment firm under China Great Wall Asset Management Co., Ltd., one of the four Chinese state-owned asset management companies.
Cautionary Statement Regarding Forward-looking Statements
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. These statements include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words "believe," "envision," "will," "expect," "anticipate," "intend," "estimate," "plan" and similar expressions. Although the management of Recco, Dazheng, TFI and Great Wall Capital believe that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of any of Recco, Dazheng, TFI and Great Wall Capital, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Other than as required by applicable law, none of Recco, Dazheng, TFI and Great Wall Capital undertakes any obligation to update or revise any forward-looking information or statements. The information and opinions contained herein do not take into account the particular investment objectives, financial situation, or needs of any recipient and should not be construed as an offer to buy or sell or the solicitation of an offer to buy or sell the securities mentioned or an invitation to the public. Under no circumstances shall the information contained herein or the opinions expressed herein constitute a personal recommendation to anyone.