Exceed Company Ltd. Enters into a Merger Agreement for a "Going Private"
FUJIAN, China, Dec. 2, 2013
FUJIAN, China, Dec. 2, 2013 /PRNewswire-FirstCall/ -- Exceed Company Ltd.
(NASDAQ: EDS) ("Exceed" or the "Company"), one of the leading domestic
sportswear brands in China, today announced that it has entered into a
definitive Agreement and Plan of Merger (the "Merger Agreement") with Pan Long
Company Limited ("Parent"), an exempted company with limited liability
incorporated under the laws of the Cayman Islands and wholly owned by Mr.
Shuipan Lin ("Mr. Lin"), the Company's Chairman and Chief Executive Officer,
and Pan Long Investment Holdings Limited ("Merger Sub"), a business company
with limited liability incorporated under the laws of the British Virgin
Islands ("BVI") and a wholly owned subsidiary of Parent, pursuant to which
Parent will acquire the Company for US$1.78 per ordinary share of the Company
(a "Share"). This represents a 19.5% premium over the closing price of
US$1.49 on August 16, 2013, the last trading day prior to the Company's
announcement on August 19, 2013 that it had received a "going private"
proposal, and a 24.4% premium over the volume-weighted average closing price
of the Company's Shares during the 30 trading days prior to August 16, 2013.
The consideration to be paid to holders of Shares implies an equity value for
the Company of approximately US$60.1 million, on a fully diluted basis.
Upon consummation of the transactions contemplated under the Merger Agreement,
Parent will be beneficially owned by Mr. Lin, (and/or entities affiliated with
or related to them) (collectively, the "Buyer Group"), together with seven
existing shareholders of the Company (and/or entities affiliated with or
related to them) who have elected to transfer, prior to the closing, their
Shares to Parent in exchange for newly issued shares of Parent (the "Rollover
Subject to the terms and conditions of the Merger Agreement, at the effective
time of the merger (the "Effective Time"), Merger Sub will merge with and into
the Company, with the Company continuing as the surviving corporation and a
wholly owned subsidiary of Parent (the "Merger"). At the Effective Time, each
of the Company's Shares issued and outstanding immediately prior to the
Effective Time will be cancelled in exchange for the right to receive US$1.78
in cash and without interest, except for the excluded Shares (the "Excluded
Shares"), which include: (i) Shares legally owned by Parent; and (ii)
dissenting Shares (the "Dissenting Shares") owned by holders of Shares who
have validly exercised and not effectively withdrawn or lost their dissenter's
rights pursuant to Section 179 of the BVI Business Companies Act, 2004, as
amended (the "BVI Companies Act") (the "Dissenting Shareholders"). Each
Excluded Share issued and outstanding immediately prior to the Effective Time
will be cancelled and will cease to exist, and no consideration will be
delivered with respect thereto. Each Dissenting Share will be cancelled at the
Effective Time for the right to receive the fair value of such Shares as
determined in accordance with the provisions of the BVI Companies Act.
Parent has received from Mr. Lin an equity commitment letter, pursuant to
which Mr. Lin has committed to subscribe for ordinary shares in Parent in the
amount of US$19,545,858 subject to adjustment in certain cases. Mr. Lin has
also entered into a limited guarantee in favor of the Company.
The Company's board of directors, acting upon the unanimous recommendation of
the independent committee formed by the board of directors (the "Independent
Committee"), approved the Merger Agreement and the Merger and resolved to
recommend that the Company's shareholders vote to authorize and approve the
Merger Agreement and the Merger. The Independent Committee, which is comprised
solely of independent and disinterested directors of the Company who are
unaffiliated with any of Parent, Merger Sub, or the Buyer Group, negotiated
the terms of the Merger Agreement with the assistance of its financial and
The Merger, which is currently expected to close in the first quarter of 2014,
is subject to customary closing conditions, including the approval by an
affirmative vote of shareholders representing more than seventy percent (70%)
of the outstanding Shares of the Company as of the record date, present and
voting in person or by proxy as a single class at an extraordinary general
meeting of the Company's shareholders which will be convened to consider the
approval of the Merger Agreement and the Merger. As of the date of the Merger
Agreement, the Rollover Shareholders have agreed under a voting agreement to
vote all in favor of the Merger Agreement and consummation of the transactions
contemplated thereby, including the Merger. If completed, the Merger will
result in the Company becoming a privately held company and its Shares will no
longer be listed on Nasdaq.
Houlihan Lokey (China) Limited is serving as financial advisor to the
Independent Committee. K&L Gates LLP is serving as United States legal advisor
to the Independent Committee and the Company. Walkers is serving as BVI legal
advisor to the Independent Committee. Skadden, Arps, Slate, Meagher & Flom
LLP is serving as United States legal advisor to the Buyer Group.
Additional Information about the Transaction:
In connection with the execution of the Merger Agreement, will furnish to the
Securities and Exchange Commission (the "SEC") a report on Form 6-K regarding
the proposed transactions described in this announcement, which will include
as an exhibit to such filing the Merger Agreement. Any person desiring details
regarding the proposed Merger are urged to review these documents, which will
be available at the SEC's website (http://www.sec.gov).
In connection with the proposed Merger, the Company will prepare and mail a
proxy statement to its shareholders. In addition, certain participants in the
proposed Merger will prepare and mail to the Company's shareholders a Schedule
13E-3 transaction statement. These documents will be filed with or furnished
to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO
THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. In addition to
receiving the proxy statement and Schedule 13E-3 transaction statement by
mail, shareholders also will be able to obtain these documents, as well as
other filings containing information about the Company, the proposed Merger
and related matters, without charge, from the SEC's website
(http://www.sec.gov) or at the SEC's public reference room at 100 F Street,
NE, Room 1580, Washington, D.C. 20549. In addition, these documents can be
obtained, without charge, by contacting the Company at the following address
and/or telephone number:
Exceed Company Ltd.
Level 12, China Minmetals Tower,
79 Chatham Road South,
Tsim Sha Tsui, Hong Kong.
Phone: +852 3975-8116
The Company and certain of its directors, executive officers and other members
of management and employees may, under SEC rules, be deemed to be
"participants" in the solicitation of proxies from shareholders with respect
to the Merger. Information regarding the persons or entities who may be
considered "participants" in the solicitation of proxies will be set forth in
the proxy statement and Schedule 13E-3 transaction statement relating to the
Merger when it is filed with the SEC. Information regarding certain of these
persons and their beneficial ownership of the Company's Shares as of December
31, 2012 is also set forth in the Company's Form 20-F, which was filed with
the SEC on March 27, 2013 and amended on September 12, 2013. Additional
information regarding the interests of such potential participants will be
included in the proxy statement and Schedule 13E-3 transaction statement and
the other relevant documents filed with the SEC when they become available.
This announcement is neither a solicitation of 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 may be made with the SEC should
the proposed Merger proceed.
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".
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. The forward-looking statements made in this announcement relate
only to events, including the Merger Agreement and its related agreements
described above 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:
Exceed Company Ltd.
SOURCE Exceed Company Ltd.
Press spacebar to pause and continue. Press esc to stop.