Page 9 of 11 – SEC Filing
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule
13D is hereby supplemented as follows:
On June 7, 2017, GL
Management, Bank of China Group Investment Limited, Avengers Limited, Ascendent Silver (Cayman)
Limited and Boying Investments Limited (each a “Consortium Member” and collectively, the “Consortium Members”) entered into an amended
and restated consortium agreement (the “Restated Consortium Agreement”). By execution and delivery of the Restated
Consortium Agreement, Ascendent Silver (Cayman) Limited joined the Consortium, and, after June 7, 2017, References to “Consortium”
shall include Ascendent Silver (Cayman) Limited. Further, pursuant to the Restated Consortium Agreement, the Consortium Members
agreed among other things to (i) work exclusively with each other in connection with the Acquisition until the earlier of (x) the
one-year anniversary of the date of the Restated Consortium Agreement and (y) the date on which the Restated Consortium Agreement
is terminated; and (ii) share the costs and expenses incurred by the Consortium in connection with the Acquisition. The information
disclosed in this paragraph is qualified in its entirety by reference to the Restated Consortium Agreement, a copy of which is
filed as Exhibit 12 and is incorporated herein by reference in its entirety.
Ascendent Silver (Cayman)
Limited, incorporated in the Cayman Islands, is controlled by Ascendent Capital Partners, a private equity investment management
firm focused on Greater China-related investment opportunities, managing capital for globally renowned institutional investors
including sovereign wealth funds, endowments, pensions, foundations and fund-of-funds. Ascendent aims to provide influential and
informed capital to help portfolio companies achieve greater value, while generating the highest quality risk-adjusted returns
for its investors. Ascendent is managed by a team with extensive experience in executing innovative and groundbreaking private
equity investments in Greater China.
Pursuant to the Merger
Agreement, at the effective time of the Merger, each share of Common Stock issued and outstanding (other than
(i) shares held by the Company, Holdco or Merger Sub or any direct or indirect wholly-owned subsidiary of either the Company or
Holdco, including the Rollover Shares and (ii) shares with respect to which the holder thereof shall have perfected and not withdrawn
a demand for, and have not lost, appraisal rights pursuant to the General Corporation Law of the State of Delaware (the “DGCL”)
as to appraisal rights) shall be converted into the right to receive US$11.18 in cash per share, without interest (the “Merger
Consideration”).
The consummation of
the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the
approval of the Merger Agreement and the transactions contemplated thereby by the holders of at least a majority of the outstanding
shares of the Common Stock entitled to vote in accordance with the DGCL. The Merger Agreement may be terminated by the Company
or Holdco under certain circumstances.
If the Merger is consummated,
shares of the Common Stock will no longer be traded on the NASDAQ Global Select Market, the shares of the Common Stock will cease
to be registered under Section 12 of the Exchange Act, and the Company will be privately held by Holdco. The information disclosed
in this paragraph and the preceding two paragraphs is qualified in its entirety by reference to the Merger Agreement, which is
incorporated herein by reference in its entirety.
Concurrently with the
execution of the Merger Agreement, the Rollover Holder, being the beneficial owner of 4,750,116 shares of the Common Stock, entered
into a voting and support agreement (the “Voting and Support Agreement”) with the Company, pursuant to which the Rollover
Holder has agreed to vote its shares of the Common Stock in favor of the adoption of the Merger Agreement and approval of the transactions
contemplated by the Merger Agreement, including the Merger. The information disclosed in this paragraph is qualified in its entirety
by reference to the Voting and Support Agreement, a copy of which has been filed as Exhibit 13, and is incorporated herein by reference
in its entirety.
Concurrently with the
execution of the Merger Agreement, Holdco, Company and Computershare Trust Company, N.A. (the “Escrow Agent”) entered
into an escrow agreement (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Holdco caused 646,942 share of
Common Stock, each valued at the Merger Consideration, to be deposited with the Escrow Agent, and agreed to make a further deposit
of approximately $24 million in cash within 21 calendar days of the execution of the Merger Agreement, in order to secure the reverse
termination fee that may become payable by Holdco to the Company. The information disclosed in this paragraph is qualified in its
entirety by reference to the Escrow Agreement, a copy of which has been filed as Exhibit 14, and is incorporated herein by reference
in their entirety.
Other than described
in Item 3 and Item 4 above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions
specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time,
formulate other purposes, plans or proposals regarding the Company, or any other actions that could involve one or more of the
types of the transactions that have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
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