SYSWIN Inc. Announces Completion Of Merger
BEIJING, April 9, 2013 /PRNewswire/ -- SYSWIN Inc. ("SYSWIN" or the "Company") (NYSE: SYSW), a leading primary real estate service provider in China, announced today the completion of the merger (the "Merger") contemplated by the previously announced Agreement and Plan of Merger dated December 24, 2012 (the "Merger Agreement") among Brilliant Strategy Limited ("Parent"), a business company with limited liability incorporated under the laws of the British Virgin Islands, Brilliant Acquisition Limited ("Merger Sub"), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent, and the Company. As a result of the Merger, SYSWIN became a wholly-owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on April 3, 2013, each ordinary share of the Company ("Share") issued and outstanding immediately prior to the effective time of the Merger, other than (a) the Shares and the Company's American depositary shares ("ADSs") beneficially owned by the Buyer Group (as defined in the Company's proxy statement dated March 4, 2013) and (b) the Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Islands Companies Law (the "Dissenting Shares"), has been cancelled in exchange for the right to receive $0.5125 and each ADS, each representing four Shares, represents the right to receive $2.05 (less $0.05 per ADS cancellation fees), in each case, in cash, without interest and net of any applicable withholding taxes.
Registered holders of Shares and ADSs represented by share or ADS certificates, other than the Dissenting Shares, will receive a letter of transmittal and instructions on how to surrender their certificates in exchange for the Merger consideration and should wait to receive the letter of transmittal before surrendering their certificates. Payment will be made to surrendering registered ADS holders and holders of ADSs in un-certificated form as soon as practicable after JPMorgan Chase Bank, N.A., the Company's ADS depositary, receives the Merger consideration. For any questions relating to the surrender and payment procedures, holders of Shares may contact Escrow Services, JPMorgan Chase Bank, N.A., the Share paying agent, at 1-212-552-2340 and holders of ADSs may contact J.P. Morgan Depositary Receipts at 1-800-990-1135 or 1-651-453-2128.
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