Hollysys receives offer from Recco Control, Dazheng to acquire the company

Hollysys announced that it received from certain shareholders of the company, notices of intention to request the board of directors of the company to convene a special meeting of shareholders to consider certain proposed amendments to the amended and restated memorandum and articles of association of the company, including to increase the size of the board from five to eleven directors, and to appoint six director candidates put forward by this group of shareholders. In response to the notices of intention and in accordance with the articles, the board adopted a resolution setting the close of business on September 6 as the demand record date for the purpose of determining the shareholders entitled to demand that the company convene a special meeting of the shareholders. With a demand record date now set for September 6, the board, on or after September 6 will review any written requests to convene a special meeting. Requests should be accompanied by other documents and materials required by the articles, and be from shareholders as of the demand record date entitled to exercise at least 30% of the voting rights in respect of the matter for which the special meeting is requested. On determining that any such written requests are valid, the board shall give notice to convene a special meeting of the shareholders in accordance with the articles. In addition, on August 24, the company received a letter from Recco Control Technology and Dazheng Group Investment Holdings company, setting out their previous unsolicited, non-binding offer to acquire all issued and outstanding shares of the company at $25.00 per share in cash. The board and the management of the company are committed to maximizing shareholder value, are currently evaluating options that would advance this goal and will update shareholders further as soon as appropriate. Meanwhile, the board cautions the company’s shareholders that it has not had an opportunity to carefully review or evaluate the proposal and its terms, nor make any decision with respect to the company’s response to the proposal or any other potential strategic alternatives. There can be no assurance that any definitive offer will be received, that any definitive agreement will be executed relating to the proposal, or that any other transaction will be approved or consummated.