Page 10 of 16 – SEC Filing
Mr. Ti isa citizen of United States and his principal occupation is the chief
executive officer of the Company. Mr. Tis principal business address is 733 Glencoe Court, Sunnyvale, CA 94087.
None of the
Reporting Persons has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Shah Opportunity, Mr. Shah,
Mr. Lu, Lu Charitable Trust, Lu Family Trust, Lu Family Partnership and Mr. Ti (collectively, the Consortium Members) anticipate that at the price per Ordinary Share set forth in the Proposal (as defined and further
described in Item 4 below), approximately US$ 60 million will be expended in acquiring all of the outstanding Ordinary Shares of the Company that are not already owned by the Consortium Members. It is anticipated that the funding for the
purchase of all of the outstanding Ordinary Shares that are not already owned by the Consortium Members will be provided by equity capital. Equity capital will be provided (i) by the Shah Parties (defined below in Item 5) and Mr. Ti in the
form of cash and rollover equity in the Company, and (ii) by Lu Parties (defined below in Item 5) in the form of rollover equity. To the extent necessary, the Consortium Members may borrow bridge loan to cover short-term financing needs in
connection with the Proposed Transaction.
| Item 4. | Purpose of Transaction. |
On Mar. 31, 2017, the Consortium Members submitted a non-binding proposal (the Proposal) to the Companys board of directors. In the Proposal, the Consortium Members proposed to acquire all of the outstanding Ordinary Shares that are not
already owned by the Consortium Members for US$ 2.15 in cash per Ordinary Share (the Proposed Transaction). The Consortium Members also stated in the Proposal that they are interested only in the Proposed Transaction, and that
they do not intend to sell their shares in any other transaction involving the Company. The Consortium Members intended to finance the transactions contemplated under the Proposal through equity capital.
The Consortium Members indicated in the Proposal that they are prepared to negotiate and finalize the terms of the Proposed Transaction in
definitive transaction documents, which will provide for covenants and conditions typical and appropriate for transactions of this type. The Proposal also provided that no binding obligation on the part of the Company or the Consortium Members shall
arise with respect to the Proposed Transaction unless and until definitive agreements have been executed.
