Camelot Information Systems Inc. Announces Completion of Merger
BEIJING, March 28, 2014
BEIJING, March 28, 2014 /PRNewswire/ -- Camelot Information Systems Inc.
(NYSE: CIS) ("Camelot" or the "Company"), a leading domestic provider of
enterprise application services and financial industry information technology
services in China, today announced the completion of the merger contemplated
by the previously announced agreement and plan of merger (the "Merger
Agreement"), dated as of September 18, 2013, by and among the Company, Camelot
Employee Scheme Inc. ("Parent") and Camelot Employee SubMerger Scheme INC. As
a result of the merger, the Company became a wholly owned subsidiary of
Under the terms and conditions of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held on March
25, 2014, each of the Company's ordinary shares, no par value (the "Shares")
(including Shares represented by American depositary shares ("ADSs")) issued
and outstanding immediately prior to the effective time of the merger has been
cancelled in exchange for the right to receive $0.5125 per Share or $2.05 per
ADS surrendered for cancellation, in each case, in cash, without interest and
net of any applicable withholding taxes, except for the following excluded
Shares: (i) Shares beneficially owned by Mr. Yiming Ma, Ms. Heidi Chou and Mr.
Yuhui Wang or any person controlled by any of them; (ii) Shares beneficially
owned by certain existing shareholders of the Company (and/or entities
affiliated with or related to them) who have elected to cancel their rollover
Shares and to subscribe for newly issued shares of Parent; and (iii) Shares
owned by holders of Shares who have validly exercised and not effectively
withdrawn or lost their appraisal rights pursuant to Section 179 of the BVI
Business Companies Act, 2004, as amended. Each excluded Share (including ADSs
that represent excluded Shares but excluding the dissenting Shares) issued and
outstanding immediately prior to the effective time of the merger, will be
cancelled and will cease to exist, and no consideration will be delivered with
respect thereto. The Company did not receive any notice of objection from any
shareholder prior to the vote to approve the merger, which is required for
exercising any dissenter rights.
Registered shareholders and holders of ADSs entitled to the merger
consideration will receive a letter of transmittal and instructions from
Citibank, N.A., the paying agent appointed by Parent, on how to surrender
their share certificates or the certificates evidencing their ADSs
respectively in exchange for the merger consideration and should wait to
receive the letter of transmittal before surrendering their certificates.
Payment of the merger consideration will be made to surrendering ADS holders
as soon as practicable after Citibank, N.A., the Company's ADS depositary,
receives the merger consideration.
The Company also announced today that it requested that trading of its ADSs on
the New York Stock Exchange (the "NYSE") to be suspended beginning on March
The Company requested that the NYSE file a Form 25 with the Securities and
Exchange Commission (the "SEC") notifying the SEC of the delisting of its ADSs
on the NYSE and the deregistration of the Company's registered securities. The
Company intends to terminate its reporting obligations under the Securities
Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in ten
days. The Company's obligation to file with the SEC certain reports and forms,
including Form 20-F and Form 6-K, will be suspended immediately as of the
filing date of the Form 15 and will cease once the deregistration becomes
ABOUT CAMELOT INFORMATION SYSTEMS INC.
Camelot is a leading domestic provider of enterprise application services and
financial industry information technology ("IT") services in China, focusing
on the high end of the IT value chain. The Company is the largest domestic
provider of SAP-based Enterprise Resource Planning services in China, as
measured by its 2010 revenues and the number of SAP consultants as of December
31, 2010, according to International Data Corporation ("IDC"). IDC also ranked
Camelot the number-one service provider in the banking testing market in 2010.
Camelot also operates in other areas of the Asia Pacific region, including
Taiwan and Japan. The Company provides services to a wide range of industries,
including financial services, resources and energy, manufacturing and
automobiles, technology, as well as telecommunications, media and education.
This press release contains statements that may constitute "forward-looking"
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
and as defined in the U.S. Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve a number of risks and uncertainties
that could cause actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by these forward-looking statements. A number of factors could cause
actual results to differ materially from those contained in any
forward-looking statement, including but not limited to the following: the
Company's growth strategies, the Company's ability to attract and retain
skilled professionals, the market of IT services in China, the wages of IT
professionals, the Company's ability to serve, retain, and attract customers.
Further information regarding these and other risks is included in Camelot's
filings with the U.S. Securities and Exchange Commission, including its annual
report on Form 20-F. Camelot does not undertake any obligation to update any
forward-looking statement as a result of new information, future events or
otherwise, except as required under applicable law.
Investor Relations Contact:
Camelot Information Systems Inc.
Mr. John Harmon, CFA
Ms. Jojo Guo, Investor Relations Manager
Tel: +86 (186) 1151 1730 (Beijing)
Tel: +1 (646) 371-6533
SOURCE Camelot Information Systems Inc.
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