Buyer Consortium Led by Recco Control Technology and Dazheng Group Issues Statement on Hollysys’ Formal Sale Process

By: Recco Control Technology Pte. Ltd. via Business Wire

October 05, 2023 at 09:04 AM EDT

Reiterates All-Cash Offer of US$25 Per Share

Welcomes Formation of Special Committee to Lead Sale Process

Looks Forward to Discussions and Due Diligence Process

Buyer consortium (“the consortium”) led by Recco Control Technology Pte. Ltd. (“Recco Control Technology”) and Dazheng Group (Hong Kong) Investment Holdings Company Limited (“Dazheng Group”) today issued a statement regarding Hollysys Automation Technologies Ltd.’s (NASDAQ: HOLI) (“Hollysys”) announcement that it has launched a formal sale process. Members of the consortium also include TFI Asset Management Limited, and Great Wall Capital Co., Ltd, who have entered into a memorandum of strategic cooperation with Recco Control Technology and Dazheng Group in connection with the proposed acquisition of Hollysys.

The consortium welcomes Hollysys’ decision to explore strategic options to maximize value for its shareholders. The formation of a Special Committee is a step forward to realization of the true value of Hollysys and the consortium looks forward to engaging with the Special Committee in a full, transparent, and genuine due diligence process. A swift and thorough process will enable the consortium, with the insight of full due diligence, to solidify its non-binding indicative all-cash offer of US$25 per share, or approximately US$1.55 Billion.

“Today’s announcement that Hollysys is launching a full sale process is a step in the right direction for the shareholders of Hollysys,” commented Mr. Ke Lei, director of Recco Control Technology Pte. Ltd “A transparent and full process is clearly in the best interest of Hollysys shareholders and we look forward to discussing our US$25 all-cash offer with the Special Committee. We remain motivated to move into due diligence and subsequent negotiations with the Special Committee and be in a position to sign a definitive agreement shortly after access to full due diligence.”

Separately, the consortium notes the reference to the notices of intention to request a special meeting of the shareholders of Hollysys. The Board has been aware that approximately 32.3% of the shareholders of Hollysys have requested the Board to convene a meeting of all Hollysys shareholders since August 24. While the Special Committee leads the formal sale process, the consortium is hopeful the Board will act in accordance with the wishes of Hollysys shareholders and will convene the special meeting without further delay. The consortium is surprised that the Board has not voluntarily convened a special meeting already, given that nearly one third of the shareholders want a special meeting to be held.

Lei continued, “It appears the pressure applied by shareholders to request a special meeting has brought the Board to take actions which should have been taken a long time ago. As the sale process proceeds, we encourage shareholders to continue to hold the Board accountable and encourage the Board to convene the special meeting in line with its shareholders’ wishes.”

Advisors

UBS Investment Bank is serving as sole financial advisor to the consortium and Sullivan & Cromwell LLP and DLA Piper LLP are serving as U.S. legal advisors to the consortium. Conyers Dill & Pearman is advising the consortium on BVI law.

About Recco

Recco Control Technology Pte. Ltd is a Singapore-incorporated investor in the automation industry and was founded by Mr. Ke Lei, a veteran in the automation industry in China.

About Dazheng

Dazheng Group (Hong Kong) Investment Holdings Company Limited is a Hong Kong-incorporated financial investor founded by sophisticated entrepreneurs and investment banking professionals.

About TFI

TFI Asset Management Limited is a Hong Kong-based asset management firm which is an indirect subsidiary of Tianfeng Securities Co., Ltd. (also known as TF Securities, SH: 601162).

About Great Wall Capital

Great Wall Capital Co., Ltd. is a Beijing-based private equity investment firm under China Great Wall Asset Management Co., Ltd., one of the four Chinese state-owned asset management companies.

Cautionary Statement Regarding Forward-looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. These statements include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words “believe,” “envision,” “will,” “expect,” “anticipate,” “intend,” “estimate,” “plan” and similar expressions. Although the management of Recco, Dazheng, TFI and Great Wall Capital believe that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of any of Recco, Dazheng, TFI and Great Wall Capital, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Other than as required by applicable law, none of Recco, Dazheng, TFI and Great Wall Capital undertakes any obligation to update or revise any forward-looking information or statements. The information and opinions contained herein do not take into account the particular investment objectives, financial situation, or needs of any recipient and should not be construed as an offer to buy or sell or the solicitation of an offer to buy or sell the securities mentioned or an invitation to the public. Under no circumstances shall the information contained herein or the opinions expressed herein constitute a personal recommendation to anyone.