MEMSIC Announces Completion of Merger
ANDOVER, Mass., Sept. 17, 2013 (GLOBE NEWSWIRE) -- MEMSIC, Inc. (Nasdaq:MEMS)
("MEMSIC" or the "Company"), a leading MEMS solution provider, today announced
the completion of the merger (the "Merger") contemplated by the previously
announced Agreement and Plan of Merger, dated April 22, 2013 (the "Merger
Agreement"), by and among MZ Investment Holdings Limited ("Parent"), MZ
Investment Holdings Merger Sub Limited ("Merger Sub") and the Company. As a
result of the merger, Merger Sub merged with and into the Company, with the
Company continuing as the surviving company after the merger as a wholly-owned
subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by the Company's
stockholders at a special meeting held on September 16, 2013, each share of
Company common stock has been cancelled and converted into the right to
receive $4.225 in cash, without interest and less any applicable withholding
taxes (the "Merger Consideration"), except for: (a) shares held by the Company
as treasury stock and shares held by Parent, Merger Sub, or any wholly owned
Company subsidiary, including the shares contributed to Parent by IDG-Accel
China Growth Fund II L.P., IDG-Accel China Investors II L.P., IDG Technology
Venture Investments, L.P., IDG Technology Venture Investments, LLC, IDG
Technology Venture Investment III, L.P., IDG-Accel China Capital II L.P., Dr.
Yang Zhao, Ph.D., Dr. Paul Zavracky, Ph.D., Patricia Niu, Yongyao Cai,
Noureddine Hawat, Alexander Dribinsky, Dr. Eric Chojnacki, Ph.D., James
Fennelly, Dr. Dong An, Ph.D., Lei Zhang, Wei Zhang, Haidong Liu, Leyue Jiang,
John Newton, Jose Rios and Cheryl Merino (collectively, the "Rollover
Holders") immediately prior to the effective time, all of which shares have
been cancelled without the right to receive the Merger Consideration; and (b)
shares held by stockholders who have properly exercised and perfected and have
neither effectively withdrawn nor lost their appraisal rights under the
Delaware General Corporation Law ("DGCL"), which shares have been cancelled
and have entitled the former holders thereof to receive the appraised value
thereon in accordance with such holder's appraisal rights under the DGCL.
Stockholders 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. Stockholders should wait to receive the letter of
transmittal before surrendering their share certificates.
The Company also announced today that it requested that trading of its common
stock on the NASDAQ Stock Market ("NASDAQ") be suspended. The Company also
requested that the NASDAQ file a Form 25 with the Securities and Exchange
Commission (the "SEC") to delist and deregister the Company's registered
securities. The Company intends to terminate its reporting obligations under
the Securities Exchange Act of 1934, as amended, by promptly filing a Form 15
with the SEC. The Company's obligation to file with the SEC certain reports
and forms, including Form 10-K, Form 10-Q and Form 8-K, will be suspended
immediately as of the filing date of the Form 15 and will cease once the
deregistration becomes effective.
Headquartered in Andover, Massachusetts, MEMSIC, Inc. provides advanced
semiconductor sensor and integrated sensing system solutions based on micro
electromechanical systems, or MEMS, technology and mixed signal circuit
design. Its products include accelerometers, magnetic sensors and electronic
compass solutions, integrated high performance inertial measurement units for
industrial and avionics applications, MEMS flow sensing systems, and wireless
sensing network systems.
For more information about MEMSIC, please visit MEMSIC's website at
Cautionary Note Regarding Forward-Looking Statements
This document may include certain statements that are not descriptions of
historical facts, but are forward-looking statements. Forward-looking
statements can generally be identified by the use of forward-looking
terminology such as "will," "should," "may," "believes," "expects" or similar
expressions. All of such assumptions are inherently subject to uncertainties
and contingencies beyond the Company's control and based upon premises with
respect to future business decisions, which are subject to change. The Company
assumes no obligation to update any such forward-looking statements.
CONTACT: Patricia Niu
Chief Financial Officer
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