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Exceed Company Ltd. Announces Receipt of Non-binding Going Private Proposal



 Exceed Company Ltd. Announces Receipt of Non-binding Going Private Proposal

PR Newswire

FUJIAN, China, Aug. 19, 2013

FUJIAN, China, Aug. 19, 2013 /PRNewswire-FirstCall/ -- Exceed Company Ltd.
(NASDAQ: EDS) ("Exceed" or "the Company"), one of the leading domestic
sportswear brands in China, today reported that its board of directors (the
"Board of Directors") has received a preliminary, non-binding proposal from
its chairman and chief executive officer, Mr. Shuipan Lin ("Mr. Lin") and his
affiliates (including Tiancheng Int'l Investment Group Limited), HK Haima
Group Limited, Wisetech Holdings Limited, Windtech Holdings Limited and
RichWise International Investment Group Limited (collectively, the "Consortium
Members"). The Consortium Members propose to acquire all of the outstanding
ordinary shares of the Company not currently owned by them at a proposed price
of $1.72 per ordinary share in cash as part of a going private transaction,
subject to certain conditions. The proposal represents a premium of 15% to the
closing price of the ordinary shares of the Company on August 16, 2013, a
premium of 38% to the average closing price of the ordinary shares of the
Company during the last 30 trading days, and a premium of 42% to the average
closing price of the ordinary shares of the Company during the last 60 trading
days. As of August 17, 2013, the Consortium Members in the aggregate owned
approximately 66.5% of the total outstanding ordinary shares of the Company. A
copy of the text of the proposal letter to the Board of Directors is attached
as Exhibit A.

In response, the Board of Directors has formed a special committee (the
"Special Committee") consisting of Messrs. Jin Jichun, Chen Yea-Mow and Pang
Xiaozhong, each an independent non-executive director, to consider this
proposal. Mr. Jin will be the Chairman of the Special Committee. The Special
Committee will retain a financial advisor and legal counsel to assist it in
its work.

The Board of Directors cautions the Company's shareholders and others
considering trading in its securities that the Board of Directors has just
received the non-binding proposal from the Consortium Members and that no
decisions have been made by the Special Committee with respect to the
Company's response to the proposal. 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.

About Exceed Company Ltd.

Exceed Company Ltd. designs, develops and engages in wholesale of footwear,
apparel and accessories under its own brand, XIDELONG, in China. Since it
began operations in 2002, Exceed has targeted its growth on the consumer
markets in second and third-tier cities in China. Exceed has three principal
categories of products: (i) footwear, which comprises running, leisure,
basketball, skateboarding and canvas footwear, (ii) apparel, which mainly
comprises sports tops, pants, jackets, track suits and coats, and (iii)
accessories, which mainly comprise bags, socks, hats and caps. Exceed Company
Ltd. currently trades on Nasdaq under the symbol "EDS".

Forward-Looking Statements:

This announcement contains forward-looking statements that are based on our
current expectations, assumptions, estimates and projections about us and our
industry. All statements other than statements of historical fact in this form
are forward-looking statements. These forward-looking statements can be
identified by words or phrases such as "may", "will", "expect", "anticipate",
"estimate", "plan", "believe", "is/are likely to" or other similar
expressions.

These forward-looking statements involve various risks and uncertainties.
Although we believe that our expectations expressed in these forward-looking
statements are reasonable, we cannot assure you that our expectations will
turn out to be correct. Our actual results could be materially different from
and worse than our expectations. A number of factors could cause actual
results to differ materially from those contained in these forward-looking
statements, including but not limited to changes in our goals and strategies,
our ability to control costs and expenses, success of our products,
competition in the sportswear industry in China, and changes in PRC government
preferential tax treatment and financial incentives. The forward-looking
statements made in this announcement relate only to events or information as
of the date on which this announcement is published. We undertake no
obligation to update any forward-looking statements to reflect events or
circumstances after the date this announcement is published or to reflect the
occurrence of unanticipated events.

For further information, please contact:

Investor Relations
Exceed Company Ltd.
Vivien Tai
+852 2153-2771
ir@xdlong.cn

Exhibit A

August 17, 2013

The Board of Directors
Exceed Company Ltd.
Unit F, 24/F, China Overseas Building
139 Hennessy Road, Wanchai
Hong Kong

 

Dear Members of the Board of Directors,

We, Shuipan Lin and his affiliates (including Tiancheng Int'l Investment Group
Limited), HK Haima Group Limited, Wisetech Holdings Limited, Windtech Holdings
Limited and RichWise International Investment Group Limited (collectively, the
"Consortium Members"), are pleased to submit this preliminary non-binding
proposal (the "Proposal") to acquire all of the outstanding ordinary shares of
Exceed Company Ltd. (the "Company") that are not already owned by us in a
"going private" transaction on the principal terms and conditions described in
this letter (the "Transaction").

We believe that our Proposal of US$1.72 per ordinary share of the Company in
cash provides a very attractive opportunity to the Company's shareholders. Our
Proposal represents a premium of 15% to the closing price of the ordinary
shares of the Company on August 16, 2013, a premium of 38% to the average
closing price of the ordinary shares of the Company during the last 30 trading
days and a premium of 42% to the average closing price of the ordinary shares
of the Company during the last 60 trading days. As of the date hereof, the
Consortium Members in the aggregate own approximately 66.5% of the total
outstanding ordinary shares of the Company.

Set forth below are the key terms of our Proposal.

I. Transaction and Purchase Price

We propose to acquire all of the outstanding ordinary shares of the Company
not already owned by us at a purchase price equal to US$1.72 per ordinary
share in cash through a one-step merger of an acquisition vehicle newly formed
by the Consortium Members with and into the Company. Please note that the
Consortium Members are currently interested only in pursuing the Transaction
and are not interested in selling their shares in any other transaction
involving the Company.

II. Sources of Financing

We intend to finance the Transaction with a combination of equity and debt
capital funded by Mr. Shuipan Lin.

III. Definitive Documentation

Consummation of the Transaction would require negotiation and execution of a
definitive merger agreement, as well as other customary agreements for a
transaction of this nature, each containing terms and conditions appropriate
for transactions of this type. We have retained Skadden, Arps, Slate, Meagher
& Flom LLP as our international legal counsel and are prepared to provide
draft agreements promptly. 

IV. Confidentiality

We intend to promptly file a joint Schedule 13D to disclose this Proposal and
our intention as set out in this Proposal. However, we are sure you will agree
that it is in all of our interests to ensure that we proceed in a confidential
manner, unless otherwise required by law, until we have executed the
definitive agreements or terminated our discussions.

V. Process

We believe that the Transaction will provide superior value to the Company's
public shareholders. We recognize that the board of directors will evaluate
the Proposal independently before it can make a decision to endorse it. Given
our involvement in the Transaction, we would expect that the independent
members of the board of directors will proceed to consider our Proposal and
the Transaction. 

VI. No Binding Commitment

This Proposal is not a binding offer, agreement or agreement to make a binding
offer or agreement at any point in the future. This letter is a preliminary
indication of interest by the Consortium Members and does not contain all
matters upon which agreement must be reached in order to consummate the
proposed Transaction, nor does it create any binding rights or obligations in
favor of any person. The parties will be bound only upon the execution of
mutually agreeable definitive documentation.

In closing, we would like to express our commitment to working together with
the board of directors of the Company to bring this Transaction to a
successful and timely conclusion. Should you have any questions regarding this
Proposal, please do not hesitate to contact us. We look forward to hearing
from you.   

 

Sincerely,

SHUIPAN LIN

By: /s/ Shuipan Lin

TIANCHENG INT'L INVESTMENT GROUP LIMITED

By: /s/ Shuli Chen
         Name:   Shuli Chen
         Title:     Director

HK HAIMA GROUP LIMITED

By: /s/ Huixin Zhuang
         Name:   Huixin Zhuang
         Title:     Director

WISETECH HOLDINGS LIMITED

By: /s/ Wong Kok Wai
         Name:   Wong Kok Wai
         Title:     Director

WINDTECH HOLDINGS LIMITED

By: /s/ Wong Kok Wai
         Name:   Wong Kok Wai
         Title:     Director

RICHWISE INTERNATIONAL INVESTMENT GROUP LIMITED

By: /s/ Jinlei Shi
         Name:   Jinlei Shi
         Title:     Director


 

SOURCE Exceed Co Ltd
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