ZHUHAI, China, Dec. 9, 2016 /PRNewswire/ -- Actions
Semiconductor Co., Ltd. ("Actions Semiconductor" or the "Company")
(NASDAQ: ACTS), one of China's leading fabless semiconductor
companies that provides comprehensive portable multimedia and
mobile internet system-on-a-chip (SoC) solutions for portable
consumer electronics, today announced that the Company's
shareholders voted in favor of, among others, the proposal to
authorize and approve (i) the previously announced agreement and
plan of merger (the "Merger Agreement") dated September 12, 2016, among the Company and a
consortium of investors (the "Buyer Consortium"), including
Supernova Investment Ltd. ("Parent"), Starman Limited ("Merger
Sub"), and other certain shareholders of the Company: Surrey Glory
Investments Inc., Tongtong Investment Holding Co., Ltd., Perfectech
Int'l Ltd., Allpremier Investment Limited, Octovest International
Holding Co., Ltd., Ventus Corporation, Middlesex Holdings
Corporation Inc, Rich Dragon Consultants Limited, Nutronics
Technology Corporation, Uniglobe Securities Limited, New Essential
Holdings Limited, Embona Holdings (Malaysia) Limited, Suffolk Dragon Ventures
Ltd, and Top Best Development Limited, (ii) the plan of merger
required to be filed with the Registrar of Companies of the
Cayman Islands, substantially in
the form attached to the merger agreement (the "Plan of Merger"),
and (iii) any and all transactions contemplated by the Merger
Agreement, including the Merger (as defined below).
Immediately after completion of the Merger, Merger Sub, a wholly
owned subsidiary of Parent, will merge with and into the Company,
with the Company continuing as the surviving company (the
"Merger"). Approximately 78.6% of the Company's total
outstanding ordinary shares (including ordinary shares represented
by the American depositary shares (the "ADSs")) voted in person or
by proxy at today's extraordinary general meeting. Of these
ordinary shares (including ordinary shares represented by the ADSs)
voted in person or by proxy at the extraordinary general meeting,
approximately 99.3% were voted in favor of the proposal to
authorize and approve the merger agreement, the plan of merger, and
any and all transactions contemplated by the merger agreement,
including the merger. A two-thirds majority of the voting power
represented by the ordinary shares of the Company present and
voting in person or by proxy at the extraordinary general meeting
was required for the approval of the merger.
The parties currently expect to complete the merger as soon as
practicable, subject to the satisfaction or waiver of the
conditions set forth in the merger agreement. Upon completion of
the merger, the Company will become a privately held company, and
its ADSs will no longer be listed on the Nasdaq Global Market
("NASDAQ").
About Actions Semiconductor
Actions Semiconductor is one of China's leading fabless semiconductor
companies that provides comprehensive portable multimedia and
mobile internet system-on-a-chip (SoC) solutions for portable
consumer electronics. Actions Semiconductor products include SoCs,
firmware, software, solution development kits, as well as detailed
specifications of other required components. Actions Semiconductor
also provides total product and technology solutions that allow
customers to quickly introduce new portable consumer electronics to
the mass market in a cost effective way. The Company is
headquartered in Zhuhai, China,
with offices in Shanghai,
Shenzhen, Hong Kong, and Taipei. For more information, please visit the
Actions Semiconductor website at http://www.actions-semi.com.
Safe Harbor Statement
This press release contains forward-looking statements. These
statements constitute "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties, and assumptions, including the possibility
that various closing conditions for the transaction may not be
satisfied or waived; and other risks and uncertainties discussed in
documents filed with the SEC by the Company, as well as the
Schedule 13E-3 transaction statement and the proxy statement filed
by the Company. These forward-looking statements reflect
expectations as of the date of this press release. You should not
rely upon these forward-looking statements as predictions of future
events. Actions Semiconductor does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
For investor and media inquiries, please contact:
Elaine Ketchmere,
CFA
|
Ally Xie, CA,
CPA
|
Compass Investor
Relations
|
Actions
Semiconductor
|
Eketchmere@compass-ir.com
|
investor.relations@actions-semi.com
|
+1
310-528-3031
|
+86-756-3392353*1018
|
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SOURCE Actions Semiconductor Co., Ltd.