Dazheng Group Reaffirms Commitment to Acquire Hollysys at US$29.50 Per Share

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].