Hollysys Announces Completion of Regulatory Review of Merger Transaction

Rhea-AI Summary

Hollysys Automation Technologies (NASDAQ: HOLI) announced the completion of regulatory reviews by Ascendent Capital Partners for their upcoming merger. Ascendent has secured all necessary PRC approvals. The transaction will proceed once all closing conditions are met, including maintaining a specified net cash amount and ensuring certain cash deposits. Hollysys currently foresees no issues in meeting these conditions. Additionally, the merger is contingent upon less than 10% shareholder dissent. Upon completion, Hollysys shares will be delisted from NASDAQ. The parties aim for a swift transaction closure.

Positive

• Ascendent Capital Partners has secured all necessary PRC approvals for the merger.
• Hollysys foresees no issues in meeting the financial conditions required for the merger.
• The merger is progressing towards completion with anticipated swift closure.

Negative

• Upon consummation, Hollysys shares will be delisted from NASDAQ, impacting current shareholders.

Financial Analyst

The completion of regulatory review for Hollysys Automation Technologies' merger transaction with Ascendent Capital Partners marks a substantial milestone. This merger involves significant financial restructuring and the PRC's approval indicates compliance with stringent regulatory requirements, ultimately de-risking the transaction. Investors should note the conditions that need to be satisfied before closing, such as maintaining specific cash reserves and shareholder dissent thresholds. These could pose potential hurdles, though Hollysys does not anticipate issues meeting these conditions.

Delisting from NASDAQ post-merger is a notable change. For current shareholders, this implies a shift from a public to potentially a private equity environment, possibly affecting liquidity and marketability of their shares. Short-term, there might be speculative price movements until the transaction finalizes and long-term impacts will depend on the strategic direction taken by the new ownership.

The announcement offers reassurances about the financial health and compliance of Hollysys, which is positive. However, investors should remain vigilant about any unforeseen delays or changes in conditions as these could affect the final deal closure.

Legal Expert

From a legal perspective, the completion of the PRC regulatory review is critical. It signifies that the transaction adheres to domestic laws and regulations which can be stringent in China. Key legal conditions include maintaining specific net cash amounts and managing shareholder dissent under the BVI Business Companies Act.

Notably, the merger conditions reflect common protective clauses to safeguard both parties’ interests. For example, the condition related to shareholder dissent is designed to limit opposition from existing shareholders, ensuring a smoother transition. In addition, the requirement for maintaining certain cash levels ensures operational stability during the merger process.

Legal complexities in cross-border mergers like this often present risks. Investors should monitor any potential legal challenges or shareholder actions that might arise. Delisting from NASDAQ also has legal implications, affecting shareholder rights and the governance structure of the company.

BEIJING, July 2, 2024 /PRNewswire/ -- Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) ("Hollysys" or the "Company") today announced that it has been informed by Ascendent Capital Partners ("Ascendent") that a buyer controlled by Ascendent has obtained all the PRC approvals required to be obtained by the buyer to complete the merger transaction with the Company.

The transaction will close upon satisfaction or waiver of all closing conditions in accordance with the merger agreement, including, among other things, (i) the satisfaction of the conditions that the aggregate amount of net cash of the Company and its subsidiaries exceed a certain amount and a certain amount of cash deposits are maintained in deposit accounts by certain of the Company's subsidiaries, which the Company does not currently foresee issues in satisfying and (ii) the waiver by the buyer of the condition that holders of no more than 10% of the Company's total issued and outstanding ordinary shares have validly served and not validly withdrawn a notice of dissent under Section 179 of the BVI Business Companies Act. Upon the consummation of the transaction, the Company's ordinary shares will be delisted from the NASDAQ Global Select Market. Ascendent and the Company are working to close the transaction expeditiously.

About Hollysys Automation Technologies Ltd.

Hollysys is a leading automation control system solutions provider in China, with overseas operations in eight other countries and regions throughout Asia. Leveraging its proprietary technology and deep industry know-how, Hollysys empowers its customers with enhanced operational safety, reliability, efficiency, and intelligence which are critical to their businesses. Hollysys derives its revenues mainly from providing integrated solutions for industrial automation and rail transportation. In industrial automation, Hollysys delivers the full spectrum of automation hardware, software, and services spanning field devices, control systems, enterprise manufacturing management and cloud-based applications. In rail transportation, Hollysys provides advanced signaling control and SCADA (Supervisory Control and Data Acquisition) systems for high-speed rail and urban rail (including subways). Founded in 1993, with technical expertise and innovation, Hollysys has grown from a research team specializing in automation control in the power industry into a group providing integrated automation control system solutions for customers in diverse industry verticals. As of June 30, 2023, Hollysys had cumulatively carried out more than 45,000 projects for approximately 23,000 customers in various sectors including power, petrochemical, high-speed rail, and urban rail, in which Hollysys has established leading market positions.

About Ascendent Capital Partners

Ascendent Capital Partners, headquartered in Hong Kong, is a private equity investment management firm managing assets for global institutional investors, including sovereign wealth funds, endowments, pensions and foundations.

Ascendent has successfully led and executed a large number of innovative and ground-breaking private equity investments, generating strong risk-adjusted returns for investors and business growth for our portfolio companies. Ascendent has established a consistent track record in providing advice and solution capital to entrepreneurs, business owners and management teams, building long-lasting relationships through in-depth collaboration. For additional information about Ascendent, please visit Ascendent's website at www.ascendentcp.com. 

Safe Harbor Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are "forward-looking statements," including statements regarding the ability of the Company to achieve its commercial objectives; the business strategy, plans and objectives of the Company; growth in financial and operational performance of the Company; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "target," "confident," or similar expressions involve known and unknown risks and uncertainties. Such forward-looking statements, based upon the current beliefs and expectations of Hollysys' management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

Contact Information

Company Contact:
Hollysys Automation Technologies Ltd.
www.hollysys.com
+8610-5898-1386
investors@hollysys.com 

Media Contacts (Hong Kong and New York):
Brunswick Group
hollysys@brunswickgroup.com 

Daniel Del Re (Hong Kong)
ddelre@brunswickgroup.com
+852 9255 5136

Libby Lloyd (New York)
llloyd@brunswickgroup.com
+1 347 283 3871

View original content:https://www.prnewswire.com/news-releases/hollysys-announces-completion-of-regulatory-review-of-merger-transaction-302188026.html

SOURCE Hollysys Automation Technologies Ltd

FAQ

What approvals have been secured by Ascendent Capital Partners for the Hollysys merger?

Ascendent Capital Partners has obtained all necessary PRC approvals required for the merger with Hollysys.

What are the key conditions for the Hollysys merger to proceed?

Key conditions include maintaining a specified net cash amount, ensuring certain cash deposits, and less than 10% shareholder dissent.

What will happen to Hollysys shares upon the completion of the merger?

Upon completion, Hollysys shares will be delisted from the NASDAQ Global Select Market.

What is the stock symbol of Hollysys Automation Technologies?

The stock symbol for Hollysys Automation Technologies is HOLI.