Dazheng Group persists in takeover bid for Hollysys at $29.50 per share By Investing.com


HONG KONG – A consortium led by Dazheng Group Acquisition Limited has reaffirmed its intention to acquire Hollysys Automation (NASDAQ:) Technologies Ltd. (NASDAQ: HOLI), offering shareholders a premium over Ascendent Capital’s competing offer. The consortium’s firm offer of $29.50 per share represents an 11.3% premium over Ascendent’s proposal, aiming to provide Hollysys shareholders with a more secure exit.

The consortium, which includes Dazheng Group and TFI Asset Management Limited, has secured financial commitments that exceed industry norms, with a debt commitment of $1.05 billion from a major PRC-based bank and 800 million dollars in equity commitments. These commitments are supported by solid funding evidence, including bank statements and formally executed equity commitment letters, providing final assurance that the consortium’s demands are superior to those of Ascendent’s offer.

Negotiations between Hollysys and the consortium began on January 28, 2024, as acknowledged by the Special Committee in a supplement to the proxy statement. The consortium argues that the recognition of their proposal by the Special Committee implies its superiority or potential superiority over Ascendent’s offer. However, the Special Committee did not recommend the postponement of the Extraordinary General Meeting (EGM) scheduled for 8 February 2024, to consider the consortium’s offer. Accordingly, the consortium urges shareholders to vote AGAINST the Ascending transaction to ensure the ability to exit at $29.50 per share.

Leading proxy advisors, Institutional Shareholder Services (ISS) and Glass Lewis, have recommended shareholders vote against the Ascendent transaction, citing concerns about the sale process and the Special Committee’s actions. The consortium stresses that rejecting the deal with Ascendent would not result in any penalty for Hollysys and argues that a vote against it is in the best interests of shareholders.

The consortium also highlighted the importance of not voting in favor of the Ascendent transaction to preserve dissent and appraisal rights under Section 179 of the British Virgin Islands Business Companies Act. This reminder comes in light of the lack of information on these rights in Hollysys’ proxy statement.

This news is based on a press release from Dazheng Group Acquisition Limited.

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