The buyer consortium (the “Consortium”) consisting of CPE Funds Management Limited, Mr. Shao Baiqing (“Mr. Shao”) and Ace Lead Profits Limited today issued a statement in response to the announcement from Hollysys Automation Technologies Ltd. (NASDAQ:HOLI) (the “Company”) on January 8, 2021 rejecting the December 7, 2020 proposal (the “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.
Statement in Response to Hollysys Automation Technologies’ Rejection of Proposed Acquisition
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.
Fully aware of the potential adverse effect on the stock price arising from the Company’s rejection of the Proposal, it immediately announced a “plan” of “certain” management members to buy shares from the public market over a six-month period to forestall a share price drop. We believe that such a plan is nothing but an empty promise to promote an illusion of confidence to the market. In fact, the choice of words “plan to purchase” (as opposed to “will purchase”) suggests that this isn’t even a promise. There is no detail as to who those management members are, how much they each “plan to” invest, or how they would obtain with financing. Due to PRC foreign exchange restrictions, we seriously doubt whether Chinese management members can purchase any meaningful amount of shares from the open market with legally obtained funds. If a scant “management’s plan to purchase market shares demonstrates management’s confidence in the Company and their ongoing commitment to delivering value to our shareholders,” as claimed by the chairwoman of the Company, then the higher offer in the Proposal extended to all shareholders with credible financial backing clearly delivers GREATER value to shareholders.
Even more deplorable has been the introduction of highly objectionable amendments to the Company’s already extremely board-friendly Charter that serve no purpose other than to further entrench the board and deprive shareholders of fundamental rights. The shareholders are now required to follow onerous procedural requirements in order to nominate directors and submit business proposals at any shareholders’ meetings. Actually, it is virtually impossible for shareholders to nominate new directors because the size of the board is now fixed at no more than five members, which is the exact number of incumbent directors, and shareholders can only remove an incumbent director for cause.
More egregiously, the latest amendments to the Charter also empower the Company the right to arbitrarily target any shareholder by requiring it and its associates to divulge detailed information about their direct and indirect interest in the Company and all relevant agreements and arrangements, material relationship between the disclosing person and the Company, its directors, officers and associates, and contracts with the Company or its affiliates, pending and threatened litigation, as well as “such further information” as the Company may require, all of which are not legally required, are irrelevant to the legitimacy of ownership of shares and serve no legitimate interest of the Company. If a shareholder fails to submit such information, or any information submitted is deemed by the board to be incomplete, inaccurate or misleading, fundamental shareholder rights, i.e., the right to vote, receive dividends and transfer, will be suspended. The Company can even redeem a shareholder’s shares if it has a judgment against such shareholder for monetary damages in a civil matter which is enforceable under BVI law. These provisions represent a blatant attempt to intimidate any shareholder who may be viewed by the board as a stumbling block to the board’s value destruction behavior and its egregious efforts to disenfranchise the shareholders and entrench itself. Arguably these amendments will make the board the “beneficial owner” of all shares, instead of shareholders. Perhaps anticipating strong responses from the shareholders, the board also significantly beefed up the D&O indemnity and insurance protections in the Charter — the board is using the Company’s resources to act against the Company and shareholders’ interests!
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. 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.
CPE Funds Management Limited