BEIJING, June 22, 2015 /PRNewswire/ -- Vimicro
International Corporation (NASDAQ: VIMC) ("Vimicro" or the
"Company"), a leading video surveillance technology and solution
provider in China, today announced
that its Board of Directors (the "Board") has received a
non-binding proposal letter, dated June 21,
2015, from Dr. Zhonghan (John)
Deng, founder, chairman and chief executive officer of the
Company, and Zhaowei (Kevin) Jin,
co-chief executive officer and a board member of the Company (the
"Buyer Group") to acquire all of the outstanding ordinary shares of
the Company not already owned by the Buyer Group for US$13.50 in cash per American depositary share
("ADS", each representing four ordinary shares), or approximately
US$3.375 per ordinary share, which
represents an approximately 22.7% premium above the average closing
price of the Company's ADSs over the last 90 trading days (the
"Transaction"). A copy of the proposal letter is attached
hereto as Exhibit A.
The Board has formed a special committee consisting of
independent directors to consider this proposal.
The Board cautions the Company's shareholders and others
considering trading in its securities that the Board just received
the non-binding proposal letter from the Buyer Group and no
decisions have been made with respect to the Company's response to
the Transaction. There can be no assurance that any definitive
offer will be made, that any agreement will be executed or that
this or any other transaction will be approved or consummated. The
Company does not undertake any obligation to provide any updates
with respect to this or any other transaction, except as required
under applicable law.
About Vimicro International Corporation
Vimicro International Corporation (NASDAQ: VIMC) is a leading
video surveillance technology and solution provider that designs,
develops and markets a full range of video surveillance products
and solutions to governments, private enterprises, and consumers in
China. Vimicro co-developed SVAC
(Surveillance Video and Audio Coding), the national video
surveillance technological standard, which demonstrates its unique
strengths in proprietary multimedia IC technology, making it a
leader in China's fast-growing
security and surveillance market. Vimicro is headquartered in
Beijing, China and has
subsidiaries and offices throughout China and in Silicon Valley. Vimicro's ADSs
each represent four ordinary shares and are traded on the NASDAQ
Global Market exchange under the ticker symbol "VIMC."
Forward-Looking Statements
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "confident" and similar statements. Among
other things, the quotations from management in this announcement,
as well as Vimicro's expectations and forecasts, contain
forward-looking statements. Vimicro may also make written or oral
forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission on forms 20-F and 6-K, etc., in
its annual report to shareholders, in press releases and other
written materials and in oral statements made by its officers,
directors or employees to third parties. Statements that are not
historical facts, including statements about Vimicro's beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the following: the Company's ability to increase its
sales of PC camera processors, as well as video surveillance
products; the expected growth of the video surveillance market; the
Company's ability to retain existing customers and acquire new
customers and respond to competitive market conditions; the
Company's ability to respond in a timely manner to the evolving
market and changing consumer preferences and industry standards and
to stay abreast of technological changes; the Company's ability to
secure sufficient foundry capacity in a timely manner; the
Company's ability to effectively protect its intellectual property
and the risk that it may infringe on the intellectual property of
others; and cyclicality of the semiconductor industry and
fluctuations in the markets in which the Company competes. Further
information regarding these and other risks is included in
Vimicro's annual report on Form 20-F filed with the Securities and
Exchange Commission. Vimicro does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law. All information provided in this press release is
as of the date hereof, and Vimicro undertakes no duty to update
such information, except as required under applicable law.
Contact:
Vimicro International Corporation
Investor Relations
Phone: +8610-5884-8898
E-mail: ir@vimicro.com
Exhibit A
Preliminary Non-binding
Proposal to Acquire Vimicro International
Corporation
June 21, 2015
The Board of Directors
Vimicro International Corporation
16/F Shining Tower
No. 35 Xueyuan Road, Haidian District
Beijing 100191, People's Republic of China
Dear Members of Board of Directors:
We, Zhonghan (John) Deng,
chairman of the board of directors (the "Board") and chief
executive officer and Zhaowei (Kevin) Jin,co-chief executive
officer and a member of the Board of Vimicro International
Corporation (the "Company") (the "Buyer Group"),are pleased to
submit this preliminary non-binding proposal to acquire all of the
outstanding ordinary shares (the "Shares") of the Company not
already owned by Buyer Group or their respective affiliates in a
transaction (the "Acquisition") described below.
We believe that our proposed price provides an attractive
opportunity to the Company's shareholders. This price represents a
premium of 22.7% above the average closing price of the Company's
ADSs over the last 90 trading days.
The terms and conditions upon which we are prepared to pursue
the Acquisition are set forth below. We are confident in our
ability to consummate an Acquisition as outlined in this
letter.
1. Consortium. We will form an acquisition vehicle for
the purpose of implementing the Acquisition. Please also note that
the Buyer Group is currently interested only in pursuing the
Acquisition and is not interested in selling their shares in any
other transaction involving the Company.
2. Purchase Price. Our proposed consideration payable for
the Shares acquired in the Acquisition is US$13.5 per American Depositary Share of the
Company ("ADS", each representing four Shares), or US$3.375 per Share, in cash.
3. Financing. We intend to finance the Acquisition with a
combination of debt and equity capital. Equity financing will be
provided by the Buyer Group in the form of cash and rollover equity
in the Company. Debt financing is expected to be provided by loans
from third party financial institutions. We are confident that we
can timely secure adequate financing to consummate the
Acquisition.
4. Due Diligence. Parties providing financing will
require a timely opportunity to conduct customary due diligence on
the Company. We would like to ask the board of directors of the
Company to accommodate such due diligence request and approve the
provision of confidential information relating to the Company and
its business to possible sources of equity and debt financing
subject to a customary form of confidentiality agreement.
5. Definitive Agreements. We are prepared to negotiate
and finalize definitive agreements (the "Definitive Agreements")
expeditiously. This proposal is subject to execution of the
Definitive Agreements. These documents will include provisions
typical for transactions of this type.
6. Confidentiality. The Buyer Group will, as required by
law, promptly file a Schedule 13D. We are sure you will agree
with us that it is in all of our interests to ensure that our
discussions relating to the Acquisition proceed in a confidential
manner, unless otherwise required by law, until we have executed
the Definitive Agreements or terminated our discussions.
7. Process. We believe that the Acquisition will provide
value to the Company's shareholders. We recognize of course that
the Board will evaluate the proposed Acquisition independently
before it can make its determination whether to endorse it. In
considering the proposed Acquisition, you should be aware that we
are interested only in acquiring the outstanding Shares that the
Buyer Group does not already own, and that the Buyer Group does not
intend to sell their stake in the Company to a third party.
8. No Binding Commitment. This letter constitutes only a
preliminary indication of our interest, and does not constitute any
binding offer, agreement or commitment with respect to an
Acquisition. Such a commitment will result only from the execution
of Definitive Agreements, and then will be on the terms provided in
such documentation.
In closing, each of us would like to express our commitment to
working together to bring this Acquisition to a successful and
timely conclusion. Should you have any questions regarding this
proposal, please do not hesitate to contact any of us. We look
forward to speaking with you.
Sincerely,
Zhonghan (John) Deng
Zhaowei (Kevin) Jin
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SOURCE Vimicro International Corporation