Company Overview - Hollysys Automation Technologies Ltd. is a leading provider of automation control system solutions in China, with operations in eight other countries and regions throughout Asia [2] - The company specializes in integrated solutions for industrial automation and rail transportation, offering a full spectrum of automation hardware, software, and services [2] - As of June 30, 2023, Hollysys has completed over 45,000 projects for approximately 23,000 customers across various sectors, including power, petrochemical, high-speed rail, and urban rail [2] Merger Announcement - Hollysys expects to complete its merger transaction with a buyer controlled by Ascendent Capital Partners by July 25, 2024 [1] - All necessary approvals have been obtained, and the company anticipates satisfying all closing conditions by the expected closing date [1] - Following the merger, Hollysys intends to delist its shares from the NASDAQ Global Select Market on or shortly after the closing date [1] Ascendent Capital Partners - Ascendent Capital Partners is a private equity investment management firm based in Hong Kong, managing assets for global institutional investors [3] - The firm has a strong track record in executing innovative private equity investments and generating robust risk-adjusted returns for its investors [3] - Ascendent focuses on building long-lasting relationships with entrepreneurs and management teams through in-depth collaboration [3]

BEIJING, July 2, 2024 /PRNewswire/ -- Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) ("Hollysys" or the "Company") today announced that it has been informed by Ascendent Capital Partners ("Ascendent") that a buyer controlled by Ascendent has obtained all the PRC approvals required to be obtained by the buyer to complete the merger transaction with the Company.The transaction will close upon satisfaction or waiver of all closing conditions in accordance with the merger agreement, including, among other ...

Company Overview - Hollysys Automation Technologies Ltd. is a leading provider of automation control system solutions in China, with operations in eight other countries and regions throughout Asia [4] - The company specializes in integrated solutions for industrial automation and rail transportation, offering a full spectrum of automation hardware, software, and services [4] - As of June 30, 2023, Hollysys has completed over 45,000 projects for approximately 23,000 customers across various sectors, establishing leading market positions in power, petrochemical, high-speed rail, and urban rail [4] Recent Developments - Hollysys appointed Vocation HK CPA Limited as its independent registered public accounting firm, effective May 28, 2024, following a thorough evaluation process approved by the board and audit committee [1] - Vocation replaces Union Power HK CPA Limited, which resigned due to the health condition of their managing partner and not due to any disagreements with Hollysys [2] - The company is progressing towards closing a merger agreement with a buyer controlled by Ascendent Capital Partners, reaffirming their commitment to the transaction [3]

Expects to maintain majority of his holdings in the Company in anticipation of the going private transaction closingBEIJING, May 22, 2024 /PRNewswire/ -- Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) ("Hollysys" or the "Company") has been informed by its Chief Executive Officer, Dr. Changli Wang, that his recent sale of Company shares was made solely for his own personal financial planning needs.Dr. Wang has informed the Company that following the sale, he holds approximately 80% of his pre-sale hold ...

First Nine Months of Fiscal Year 2024 Financial HighlightsTotal revenues were $597.1 million, an increase of 2.5% compared to the comparable prior year period.Gross margin was 31.0%, compared to 33.4% for the comparable prior year period. Non-GAAP gross margin was 31.2%, compared to 33.6% for the comparable prior year period.Net income attributable to Hollysys was $49.7 million, a decrease of 38.8% compared to the comparable prior year period. Non-GAAP net income attributable to Hollysys was $51.0 million, ...

First Half of Fiscal Year 2024 Financial Highlights Total revenues were $423.6 million, an increase of 2.1% compared to the comparable prior year period. Gross margin was 31.9%, compared to 36.1% for the comparable prior year period. Non-GAAP gross margin was 32.1%, compared to 36.3% for the comparable prior year period. Net income attributable to Hollysys was $45.8 million, a decrease of 34.3% compared to the comparable prior year period. Non-GAAP net income attributable to Hollysys was $46.8 million, a d ...

Financial Performance - Total revenues for the first half of fiscal year 2024 were $423.6 million, an increase of 2.1% compared to the prior year period[1]. - Gross margin for the first half was 31.9%, down from 36.1% in the prior year period[2]. - Net income attributable to Hollysys for the first half was $45.8 million, a decrease of 34.3% compared to the prior year period[2]. - Total revenues for the second quarter were $223.7 million, a decrease of 8.6% compared to the prior year period[3]. - Net income attributable to Hollysys for the second quarter was $14.1 million, a decrease of 70.7% compared to the prior year period[4]. - Total revenues for the six months ended December 31, 2023, were $423.6 million, a 2.0% increase from $414.8 million in the same period of the prior fiscal year[16]. - Gross margin decreased to 31.9% for the six months ended December 31, 2023, down from 36.1% in the same period of the prior fiscal year[16]. - Net income attributable to Hollysys was $45.8 million for the six months ended December 31, 2023, a decrease of 34.3% from $69.6 million in the same period of the prior fiscal year[20]. - Total net revenues for the three months ended December 31, 2023, were $223.723 million, a decrease of 8.3% compared to $244.731 million for the same period in 2022[38]. - Net income attributable to Hollysys Automation Technologies Ltd. for the three months ended December 31, 2023, was $14.139 million, down from $48.243 million in the prior year, a decline of 70.7%[38]. - The company reported a basic net income per share of $0.23 for the three months ended December 31, 2023, compared to $0.79 for the same period in 2022[38]. - Diluted earnings per share decreased to $0.74 for the six months ended December 31, 2023, down from $1.12 in the same period of the prior fiscal year[21]. Revenue Breakdown - Integrated solutions contracts revenue for the first half decreased by 0.6% to $330.2 million[15]. - Service revenue for the first half increased by 18.2% to $69.7 million[15]. - Revenue from integrated solutions contracts was $180.518 million, down from $188.929 million year-over-year[38]. - Revenue from services decreased to $33.803 million from $43.788 million, reflecting a decline of 22.8%[38]. - Gross profit from integrated solutions contracts for the three months ended December 2023 was $38,131 thousand, down from $58,178 thousand in the same period of 2022, a decrease of 34.5%[53]. - Non-GAAP gross profit from integrated solutions contracts for the three months ended December 2023 was $38,457 thousand, compared to $58,515 thousand in the same period of 2022, a decline of 34.2%[53]. Expenses - Selling expenses increased by $7.0 million, or 24.2%, to $36.1 million for the six months ended December 31, 2023, compared to $29.0 million for the same period of the prior fiscal year[17]. - General and administrative expenses decreased by $8.1 million, or 24.9%, to $24.4 million for the six months ended December 31, 2023[18]. - Research and development expenses increased by $8.8 million, or 23.4%, to $46.6 million for the six months ended December 31, 2023[19]. - Research and development expenses increased to $28.270 million from $20.431 million, reflecting a rise of 38.5% year-over-year[38]. - Total operating expenses for the three months ended December 31, 2023, were $52.241 million, compared to $48.993 million in the same period last year, an increase of 2.5%[38]. Cash Flow and Assets - Total net cash inflow for the six months ended December 31, 2023, was $135.3 million, with net cash provided by operating activities at $88.3 million[32]. - Total current assets increased to $1,561,350 thousand as of December 31, 2023, up from $1,500,001 thousand as of September 30, 2023, representing a growth of approximately 4.3%[42]. - Cash and cash equivalents increased to $747,507 thousand as of December 31, 2023, from $650,413 thousand as of September 30, 2023, reflecting a growth of approximately 14.9%[42]. - Total liabilities rose to $605,465 thousand as of December 31, 2023, compared to $565,761 thousand as of September 30, 2023, indicating an increase of about 7%[43]. - Total stockholder's equity reached $1,242,466 thousand as of December 31, 2023, up from $1,199,767 thousand as of September 30, 2023, representing an increase of approximately 3.6%[44]. - The company’s total assets increased to $1,848,900 thousand as of December 31, 2023, from $1,766,488 thousand as of September 30, 2023, indicating a growth of approximately 4.6%[44]. - Accounts receivable, net of allowance for credit losses, increased to $352,399 thousand as of December 31, 2023, from $308,788 thousand as of September 30, 2023, reflecting a growth of about 14.1%[42]. Contracts and Projects - Hollysys signed a contract for a 60,000-ton energy grade titanium material intelligent manufacturing control platform project[9]. - The company won the bid for the power supply system project of Jurong Regional Line in Singapore[12]. - The company has cumulatively completed over 45,000 projects for approximately 23,000 customers across various sectors as of June 30, 2023[35]. - Hollysys continues to focus on enhancing operational safety and efficiency through its proprietary technology and integrated automation solutions[35]. Non-GAAP Measures - The company utilized non-GAAP financial measures to provide additional insights into its operating performance, which include non-GAAP net income and gross profit metrics[47]. - Non-GAAP gross margin for the three months ended December 2023 was 29.7%, compared to 39.7% for the same period in 2022, reflecting a decline of 10 percentage points[51]. - Non-GAAP net income attributable to Hollysys for the three months ended December 2023 was $14,551 thousand, down from $49,520 thousand in the same period of 2022, a decline of 70.7%[55]. - Non-GAAP basic earnings per share for the three months ended December 2023 was $0.23, down from $0.81 in the same period of 2022, a decline of 71.6%[57].

Core Viewpoint - Ascendent Capital Partners has successfully received overwhelming shareholder approval for its acquisition of Hollysys Automation Technologies Ltd., indicating strong support for the transaction and the company's governance standards [1][2]. Group 1: Acquisition Details - Approximately 86.94% of shareholders voted in favor of Ascendent's acquisition proposal at the Extraordinary General Meeting [1]. - The acquisition price is set at US$26.50 per share in cash for all outstanding shares of Hollysys that Ascendent does not currently own [1]. - Approximately 76.95% of shareholders participated in the voting, highlighting the competitive value offered to them [1]. Group 2: Management and Governance - Leon Meng, Chairman and CEO of Ascendent, emphasized the importance of the vote as a milestone for Hollysys and its stakeholders, praising the Special Committee for a transparent sale process [2]. - The EGM also resulted in the approval of the appointment of Guanghua Miao, Ding Wei, and Dennis Demiao Zhu to the board of directors of Hollysys [2]. Group 3: Company Background - Ascendent Capital Partners is a private equity investment management firm based in Hong Kong, managing assets for global institutional investors, including sovereign wealth funds and pensions [3]. - The firm is advised by BNP Paribas Securities Corp, Morrison & Foerster LLP, Appleby, and Zhong Lun Law Firm [4].

Core Points - Hollysys Automation Technologies Ltd. announced that shareholders voted in favor of the merger agreement with Ascendent Capital Partners, resulting in Hollysys becoming a wholly owned subsidiary of Superior Technologies Holding Limited [1][2] - Approximately 76.95% of the total issued and outstanding ordinary shares voted at the extraordinary general meeting, with 86.94% of those votes in favor of the merger [2] - The merger is subject to conditions, including that no more than 10% of shareholders dissent, and the company has received notices of objection from shareholders holding more than 10% of shares [3][4] Company Overview - Hollysys is a leading provider of automation control system solutions in China, with operations in eight other countries and regions across Asia [5] - The company specializes in integrated solutions for industrial automation and rail transportation, delivering a full spectrum of automation hardware, software, and services [6] - Since its founding in 1993, Hollysys has completed over 45,000 projects for approximately 23,000 customers in various sectors, establishing leading market positions [6]

Core Viewpoint - The Buyer Consortium, led by Dazheng Group, is committed to acquiring Hollysys Automation Technologies at a price of US$29.50 per share, which represents an 11.3% premium over the competing offer from Ascendant Capital [1][5]. Financing and Offer Details - The Consortium has secured a debt commitment of US$1.05 billion from a reputable bank, along with equity commitments totaling US$800 million from Dazheng Group and TFI Asset Management [2]. - The financing commitments from the Consortium exceed industry standards and are backed by robust proof of funding, unlike the Ascendant Capital offer [2][3]. Shareholder Engagement and Recommendations - Leading proxy advisors, ISS and Glass Lewis, have recommended that shareholders vote against the Ascendant transaction, citing concerns over the sales process and the Special Committee's actions [5][6]. - The Consortium urges shareholders to vote against the Ascendant transaction to secure the opportunity for an exit at US$29.50 per share [6][7]. Regulatory and Procedural Aspects - The Consortium's offer requires less regulatory approval compared to the Ascendant transaction and is committed to closing unless more than 20% of shareholders dissent [3]. - The Special Committee acknowledged the Consortium's proposal as potentially superior, indicating a recognition of its merits [4]. Shareholder Rights - Shareholders interested in exercising dissenting and appraisal rights must not vote for the Ascendant transaction to protect their rights under the BVI Business Companies Act [7].