Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

 

 

 

CUSIP No.

Y2109Q705

 

 

 

* Mr. Economou may be deemed to beneficially own SPII Holdings Inc., and may thereby be deemed to beneficially own the 72,421,515 Common Shares owned by SPII Holdings Inc.

 ⁽¹⁾ Calculation based on 86,886,627 Common Shares outstanding as of March 31, 2019.

The name, citizenship, present principal occupation or employment and business address of each executive officer or director of SPII is set forth below.

 

Pursuant to, and subject to the terms and conditions of, an agreement and plan of merger, dated as of August 18, 2019 (the “Merger Agreement”), by and among SPII, Sileo Acquisitions Inc., a corporation organized under the laws of the Republic of the Marshall Islands and wholly-owned subsidiary of SPII (“Merger Sub”), and Issuer, Merger Sub will be merged with and into Issuer (the “Merger”), with Issuer continuing as the surviving company and becoming a wholly-owned subsidiary of SPII.  Under the terms of the Merger Agreement, each Common Share issued and outstanding immediately prior to the effective time of the Merger will, by virtue of the Merger, be cancelled and converted into the right to receive US$5.25 per Common Share, without interest and net of any applicable withholding taxes, except for any Common Shares that, as of immediately prior to the effective time of the Merger, are (i) held by SPII or any subsidiary of SPII or (ii) held by the Company as treasury stock or by any of the Company’s subsidiaries, which Common Shares will, by virtue of the Merger, be canceled, and no payment will be made with respect to such Common Shares. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit B and is incorporated herein by reference in its entirety. No dissenters’ or appraisal rights will be available with respect to the Merger.

The Reporting Persons anticipate that SPII will expend approximately US$76 million, net of fees, to purchase the outstanding Common Shares of Issuer at a purchase price of US$5.25 per Common Share. SPII intends to fund the transactions contemplated by the Merger Agreement (the “Transactions”) through cash on hand.

The Merger, which is currently expected to close in the second half of 2019, is subject to customary closing conditions, including the approval by the holders of a majority of the outstanding Common Shares present and voting in person or by proxy at a special meeting of Issuer’s stockholders, which will be convened to consider the approval of the Merger Agreement and the Transactions, including the Merger.  SPII beneficially owns sufficient Common Shares to approve the Merger Agreement and the Transactions, including the Merger, and intends to vote in favor of such approval.

If the Transactions, including the Merger, are consummated, the Common Shares will be delisted from NASDAQ and will cease to be registered under the Securities Exchange Act of 1934, and Issuer will become a privately-held wholly-owned subsidiary of SPII.

There are no other changes to Item 4 from the Initial Statement.

(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the Common Shares reported in this Amendment No. 16.

(e)	Not applicable.

Item 7.  Material to Be Filed as Exhibits.

 

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.