Tsinghua Unigroup Completes Acquisition of Spreadtrum for US$31.00 per ADS
Press Release, News
SHANGHAI, Dec. 23, 2013 /PRNewswire/ Tsinghua Unigroup Ltd. ("Tsinghua Unigroup"), an operating subsidiary of Tsinghua Holdings Co., Ltd., a solely state-owned limited liability corporation funded by Tsinghua University in China, and Spreadtrum Communications, Inc. (SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in 2G, 3G and 4G wireless communications standards, today jointly announced the completion of the approximately US$1.7 billion merger of Spreadtrum with an affiliate of Tsinghua Unigroup (the "Merger") as contemplated by the previously announced agreement and plan of merger, dated as of July 12, 2013 (the "Merger Agreement"), between Tsinghua Unigroup and Spreadtrum.
Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on September 4, 2013, each of the Company's ordinary shares (each, an "Ordinary Share"), including Ordinary Shares represented by American Depositary Shares, each representing three Ordinary Shares (the "ADSs"), issued and outstanding immediately prior to the effective time of the Merger, have been cancelled in exchange for the right to receive ten and one-third U.S. dollars (US$10.33) per Ordinary Share, or thirty-one U.S. dollars (US$31.00) per ADS (less US$0.05 per ADS cancellation fees), in each case in cash without interest and net of any applicable withholding taxes, except for (i) Ordinary Shares held by the Company as treasury shares, (ii) Ordinary Shares owned by holders who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended, and (iii) Ordinary Shares held by Citibank, N.A., in its capacity as ADS depositary (the "ADS Depositary"), that underlie ADSs reserved (but not yet allocated) by the Company for issuance upon the exercise of any options or settlement of any restricted share units of the Company under its share incentive plans.
Holders of Ordinary Shares of record as of the effective time of the Merger who are entitled to the Merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the Merger consideration. Holders of Ordinary Shares should wait to receive the letter of transmittal before surrendering their share certificates. For any questions relating to the share certificate surrender and payment procedures, holders of Ordinary Shares of record may contact Citibank, N.A., in its capacity as the paying agent (the "Paying Agent"), at 1-877-498-5424 (U.S. and Canada) or 1-781-930-4925 (outside of the U.S. and Canada). Regarding ADS holders, payment will be made to holders of ADSs after the ADS Depositary receives the Merger consideration from the Paying Agent.
"The completion of the Merger is an important milestone for Spreadtrum and the semiconductor industry in China," commented Jinghong Xu, Chairman of Tsinghua Holdings Co., Ltd. He continued, "Spreadtrum's joining Tsinghua will significantly enhance Tsinghua's position in the communications, semiconductor and technology industries. The transaction will have a positive impact on the landscape of those industries domestically and globally. In reaching its current position, Spreadtrum has benefited greatly from investment policies available to businesses in Shanghai. Tsinghua will continue to make investments in Shanghai, and we believe that Spreadtrum, as a member of the Tsinghua's overall industrial group, will grow even stronger in Shanghai."
Weiguo Zhao, Chairman and President of Tsinghua Unigroup, said, "We appreciate the considerable support that we have received from our government and various partners in connection with the Merger. In line with the strategic planning of Tsinghua University and Tsinghua Holdings, we look forward to working closely with Spreadtrum's outstanding management team and employees to advance the semiconductor industry in China."