|Over a month ago|
Hollysys reponds to March 14 press release » 09:1203/1603/16/21
Hollysys Automation Technologies answered to a press release issued on March 14 concerning a purported "preliminary victory" by Shao Baiqing and Ace Lead Profits against the Company before the Commercial Division of the Eastern Caribbean Supreme Court, Territory of the British Virgin Islands. The response began "The Company notes that the Press Release contains multiple misleading statements in relation to the Court process, which the Company feels compelled to clarify. The Press Release states that the Company "was forced to concede that it should be restrained" from relying on certain amendments to the Memorandum and Articles of Association made on January 7, and that the Amendments were "unlawful" and were made for "improper purpose[s]". The Press Release also describes the order of the Court as a "major step towards final vindication for the Claimants and all other shareholders of the Company". These statements are highly misleading. The fact is that the Court has yet to adjudicate on the validity of the claim brought by Mr. Shao and Ace Lead and the legality of the Amendments. Until the final disposition of the lawsuit, the Company has voluntarily undertaken, among other things, that it will not take or fail to take any action pursuant to any of the Amendments." Response ended "The Company shall make further announcements as and when it receives further material information which should be disclosed in the interest of the investors and shareholders of the Company. The Board is committed to acting in the best interests of the Company and all its shareholders."
Hollysys receives notice of legal action taken against Shao Baiqing, Ace Lead » 06:1303/1503/15/21
The board of directors of…
The board of directors of Hollysys has referred to the announcement made by the company on February 1, whereby the board confirmed receipt of a revised unsolicited consortium proposal to acquire all the outstanding shares of Hollysys made by Shao Baiqing, Ace Lead Profits and CPE Funds Management. The revised proposal was exhibited to the Schedule 13D dated January 29 filed jointly by Shao and Ace Lead. It was stated in the amended Schedule 13D that Ace Lead is wholly owned and controlled by Shao and Shao may be deemed to be a beneficial owner of the shares of the company held by Ace Lead. The board has received notice from Hollysys Committee on Trust Interests that a legal action has been commenced in the Hong Kong High Court against Shao and Ace Lead on March 9. The board was notified that the committee was established in 2009 for the supervision of certain shares issued by the company held on trust by two vehicle companies for some eligible employees of the company's subsidiaries in China. It is claimed in the legal action that the entire issued shares of Ace Lead are held by Shao on trust for Changli Wang and that the entire lot of 4,144,223 shares of the company held by Ace Lead is held on trust for certain eligible employees of the company's subsidiaries in China. Wang was the CEO and director of the company until he retired in 2013. As there is a legal dispute in respect of the beneficial ownership of the company's shares held by Ace Lead and the beneficial ownership of the shares of Ace Lead held by Shao, the company will make the necessary enquiries. Pending resolution of the legal action, certain part of the information mentioned the revised proposal and the amended schedule 13D is yet to be ascertained. The board considers that the information in this announcement is price-sensitive. Investors and shareholders of the company should consider the revised proposal with caution. The Company shall make further announcement as and when it receives further material information which should be disclosed in the interest of the investors and shareholders of the company.
Hollysys downgraded to Neutral on 'muted' outlook at JPMorgan » 09:1003/0503/05/21
JPMorgan analyst Karen Li…
JPMorgan analyst Karen Li downgraded Hollysys Automation Technologies to Neutral from Overweight with a price target of $16.10, up from $16. The company's fiscal Q2 results came in as a miss despite stronger than expected sales growth, led by the Industrial Automation segment, Li tells investors in a research note. The analyst sees a "muted" near-term outlook amid uncertainty with regards to privatization intensions. As such, the stock's near-term upside appears limited, says Li.
Hollysys downgraded to Neutral from Overweight at JPMorgan » 04:4803/0503/05/21
JPMorgan analyst Karen Li…
JPMorgan analyst Karen Li downgraded Hollysys Automation Technologies to Neutral from Overweight with a $16.10 price target.
Hollysys reports Q2 EPS 53c, one estimate 49c » 17:0103/0403/04/21
Reports Q2 revenue…
Reports Q2 revenue $195.3M, one estimate $181.46M.
Shao Baiqing, Ace Lead initiate litigation against Hollysys » 05:2902/0802/08/21
Shao Baiqing and Ace Lead…
Shao Baiqing and Ace Lead Profits, collectively the third largest shareholder of Hollysys, have initiated legal proceedings against Hollysys in the Commercial Division of the Eastern Caribbean Supreme Court, Territory of the British Virgin Islands, on February 1. In these proceedings, Shao and Ace Lead seek to annul and reverse recent amendments to the company's memorandum and articles and to prohibit the company from relying on those amendments to restrict in any way the rights or powers of the shareholders to amend the memorandum and/or articles. The proceedings also seek to prohibit future amendments by the company of its memorandum and articles in a manner which would restrict the rights or powers of the shareholders, without the written consent of its shareholders.
Hollysys to review proposal to acquire the company for $17.10 per share » 06:0302/0102/01/21
Hollysys has confirmed it…
Hollysys has confirmed it received a revised unsolicited consortium proposal to acquire all the outstanding shares of Hollysys for $17.10 per share. The board, consistent with its fiduciary duty and in consultation with its independent financial and legal advisors, will review and evaluate the revised proposal. As part of this review, the board will consider the revised proposal in the context of the value creation potential from the company's ongoing business strategy.
|Over a quarter ago|
Buyer consortium responds to Hollysys' rejection of proposed acquisition » 20:2301/1201/12/21
The buyer consortium…
The buyer consortium consisting of CPE Funds Management Limited, Shao Baiqing and Ace Lead Profits Limited today issued a statement in response to the announcement from Hollysys Automation Technologies Ltd. on January 8, 2021 rejecting the December 7, 2020 proposal from the Consortium to acquire all outstanding ordinary shares of the company not owned by the Consortium for $15.47 per share in cash. "Our Proposal provides compelling value to the Company's shareholders at a highly attractive premium, with an offer price representing a premium of 24% to the closing price on December 4, 2020, the last trading day prior to the date of the Proposal, and 34% to the 90-day volume-weighted average price as of December 4, 2020. However, the Company has NEVER engaged with the Consortium to discuss the Proposal. Instead, it quickly engaged in myriad retaliatory and coercive actions against Mr. Shao, including stripping him of his chairmanship of a subsidiary in Ningbo, without cause, in violation of his employment agreement, within one week after the delivery of the Proposal, and spreading malicious misinformation questioning Mr. Shao's ownership interest in the Company and his co-founder status." "We have never before seen a charter document that so blatantly disenfranchises shareholders' rights on a wholesale basis, encompassing economic rights, voting rights, and fundamental ownership rights, all of which are designed to ensure that the current board members remain in power and avoid accountability for their destruction of the value of the Company," the statement continued. "It is manifestly obvious that existing management and board members of the Company do not understand how to run the business successfully, as concretely evidenced by the Company's rapidly deteriorating financial performance. Since the sudden change to the Company's board and management compositions last July, the Company's non-GAAP net income has decreased by 30.2% and non-GAAP diluted earnings per share has decreased by 30.6% as compared to the comparable prior year period. By adopting egregious Charter amendments while rejecting the Proposal without any engagement with the Consortium, we believe that the board has grossly violated its fiduciary duty. The Company's shareholders deserve to realize immediate liquidity with a highly compelling premium for their shares, as illustrated in the Proposal. We urge the board to fulfill its fiduciary obligations to shareholders by engaging with the Consortium to ultimately reach an agreement on the commercial terms of the Proposal. We also urge the shareholders to take immediate, active steps to safeguard their interests and look forward to communicating with other shareholders of the Company regarding the matters described herein.
Hollysys management team to purchase up to $50M shares over six month period » 06:1301/0801/08/21
Hollysys announced that…
Hollysys announced that it has been notified that certain members of the company's management team plan to purchase the company's ordinary shares from the public market at market prices. The share purchases will be conducted by a special purpose vehicle beneficially owned and funded by management of the company. They expect to purchase shares in an aggregate value of up to $50M over a six-month period. Shares purchased by management will be subject to a voluntary lock-up period of at least 24 months. Management will be subject to the company's insider trading policy and the SEC reporting obligations.
Hollysys rejects unsolicited offer from consortium to acquire the company » 06:0301/0801/08/21
Hollysys announced that…
Hollysys announced that its board, after review and consideration and with the assistance of its executive management team as well as outside financial and legal advisors, has determined that the unsolicited offer made by Baiqing Shao, CPE Funds Management and purportedly on behalf of Ace Lead Profits on December 7, 2020, to acquire all of the outstanding ordinary shares of the Company for $15.47 in cash per ordinary share, substantially undervalues the company and is not in the best interest of the company's shareholders. "Our Board is confident in Hollysys' strategic direction," said Li Qiao, chairwoman of Hollysys. "We believe that the Company has significant value creation potential as a result of its leading position in the automation industry and strong research and development capabilities. Our pursuit of enhanced operational safety, reliability and efficiency, supported by our proprietary technology and industry know-how, enable us to provide better integrated solutions to our customers and allow us to continue to deliver value to our shareholders. We believe the Consortium's unsolicited proposal would deprive our shareholders of the value inherent in Hollysys for inadequate consideration. Our Board is committed to enhancing value for the Company's shareholders and will protect shareholders against non-strategic or undervalued proposals."