Hollysys Announces End of “Go-Shop” Period under Merger Agreement with Ascendent Capital Partners

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Hollysys Automation Technologies Ltd. today announced the end of the “go-shop” period as provided for in the merger agreement with funds managed by Ascendent Capital Partners. The “go-shop” period followed an extensive, competitive process by the Company that led to the signing of the merger agreement with Ascendent.

During the “go-shop” period, at the direction of the Special Committee of the Board of Directors, the Company, through financial advisors, solicited and encouraged acquisition proposals, entered into non-disclosure agreements with multiple parties to allow access to non-public information and received two additional acquisition proposals. While the acquisition proposals state a higher per share price, the Special Committee has yet to receive critical information on vital elements of these proposals including the financial substance of the buyer entities and their ability to fund the acquisition. Taking into account the information received and relevant factors, the Special Committee, after consultation with financial advisors and outside legal counsel, has determined that none of these acquisition proposals currently constitutes or would reasonably be expected to constitute a Superior Proposal.

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As the go-shop period has ended, the “no-shop” provisions in the merger agreement are now in effect. These provisions limit Hollysys and its advisors from initiating or engaging in discussions or negotiations regarding any alternative acquisition proposal unless it constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal. In the event the Company changes its recommendation in respect of the Ascendent merger agreement and accepts a Superior Proposal in accordance with the merger agreement, a termination fee of US$33 million will become payable.

A spokesperson for Hollysys said: “The Special Committee of the Board has run a fair and public process since the announcement of formal sale intentions on October 2, 2023, and remains committed to maximizing value for shareholders in accordance with the requirements of the signed merger agreement. We remind shareholders that a Superior Proposal is more than just a higher headline price, but is also required to demonstrate, among other things, committed financing and a viable path to transaction closing.”

TalkMartech Bureau
TalkMartech Bureau
TalkMarTech keeps marketing leaders updated with the newest technology innovations, disruptive tech initiatives, and the most relevant MarTech-stack updates and conversations across the globe.   ·.   ·

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