BEIJING, April 29, 2014
/PRNewswire/ -- Ninetowns Internet Technology Group Company Limited
(NASDAQ: NINE) ("Ninetowns" or the "Company"), one of China's leading providers of online solutions
for international trade, today announced that it has called an
extraordinary general meeting of shareholders (the "EGM"), to be
held on May 29, 2014, at 10:00 a.m. (Hong Kong time), at 22nd Floor, Bank of China
Tower, 1 Garden Road, Hong Kong,
to consider and vote on, among others, the proposal to authorize
and approve the previously announced agreement and plan of merger,
dated January 29, 2014 (the "Merger Agreement"), among the
Company, Ninetowns Holdings Limited ("Parent") and Ninetowns Merger
Sub Limited ("Merger Sub") and the plan of merger to be filed with
the Registrar of Companies of the Cayman
Islands, substantially in the form attached as Appendix I to
the Merger Agreement ("Plan of Merger") and the transactions
contemplated thereby, including the merger.
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will be merged with and into the Company (the "Merger") with
the Company continuing as the surviving corporation. If completed,
the Merger would result in the Company becoming a privately-held
company and its American depositary shares (the "ADSs") would no
longer be listed on the NASDAQ Global Market and the American
depositary shares program for the ADSs would be terminated.
A special committee of the board of directors of the Company
(the "Special Committee"), composed solely of directors unrelated
to the buyer consortium which will own 100% of the Company if the
Merger is completed (the "Consortium"), unanimously determined that
the terms of the transactions contemplated by the Merger Agreement,
as a whole, are procedurally fair to the Company's unaffiliated
shareholders and unaffiliated ADS holders, but did not formally
reach a conclusion on the substantive fairness of any aspect of the
proposed transactions. The Special Committee unanimously
determined, among other things, that it is in the best interests of
the Company and its unaffiliated shareholders and unaffiliated ADS
holders to enter into the Merger Agreement, and that the Merger,
the Merger Agreement and the Plan of Merger be submitted by the
Company to its shareholders for their approval at the EGM, without
the Special Committee recommending approval (or recommending
disapproval) of the Merger, the Merger Agreement or the Plan of
Merger by the Company's shareholders. The Company's board of
directors, after carefully considering all relevant factors,
including the unanimous determination and recommendation of the
Special Committee, unanimously determined, among other matters,
that it is in the best interests of the Company and its
unaffiliated shareholders and unaffiliated ADS holders to enter
into the Merger Agreement and that the Merger, the Merger Agreement
and the Plan of Merger be submitted by the Company to its
shareholders for their approval at the EGM. In addition, the
Company's board of directors (which, after excluding the Company's
independent directors who were present but abstained from voting,
consisted only of Mr. Shuang Wang, the chief executive officer
of the Company, and Mr. Kin Fai Ng, a senior vice president
and company secretary of the Company, both of whom are members of
the Consortium), after carefully considering all relevant factors,
including the unanimous determination and recommendation of the
Special Committee, recommended that the shareholders vote FOR,
among other matters, the proposal to authorize and approve the
Merger Agreement and the transactions contemplated thereby,
including the Merger.
Shareholders of record at the close of business in the
Cayman Islands on May 16,
2014 will be entitled to vote at the EGM and any adjourned or
postponed meeting thereof. The record date for ADS holders entitled
to instruct JPMorgan Chase Bank, N.A., the ADS depositary, to vote
the shares represented by the ADSs is the close of business in
New York City on April 2,
2014. Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on
Schedule 13E-3 and the proxy statement attached as
Exhibit (a)-(1) thereto, as amended, filed with the U.S.
Securities and Exchange Commission (the "SEC"), which can be
obtained from the SEC's website (www.sec.gov). INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
PROPOSED MERGER AND RELATED MATTERS.
This announcement is neither a solicitation of a 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 have been or will be made with the SEC.
SAFE HARBOR: FORWARD-LOOKING STATEMENTS
Certain statements in this press release include forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. 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. All forward-looking statements involve risks and
uncertainties, including, but not limited to, how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; 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 to be
filed by the Company. Actual results may differ materially from
those discussed in, or implied by, the forward-looking statements.
The forward-looking statements speak only as of the date of this
release and the Company assumes no duty to update them to reflect
new, changing or unanticipated events or circumstances.
ABOUT NINETOWNS INTERNET TECHNOLOGY GROUP COMPANY
LIMITED
Ninetowns (NASDAQ: NINE) is a leading provider of online
solutions for international trade, with its key services in
automating import/export e-filing. Ninetowns has been listed on the
NASDAQ Stock Exchange since December
2004 under the symbol "NINE". More information can be found
at ir.ninetowns.com.
Contacts:
Investor Relations (Beijing)
Daisy Wang
IR Manager
Ninetowns Internet Technology Group Company Limited
+86 (10) 6589-9904
daisywang@ninetowns.com
Investor Relations (U.S.)
Roland Tomforde
Managing Director
Taylor Rafferty
+1 (212) 889 4350
ninetowns@taylor-rafferty.com
SOURCE Ninetowns Internet Technology Group Company Limited