HONG KONG, May 20 /PRNewswire-FirstCall/ -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NYSE: NTE) is pleased to announce that it has obtained the consent of the Securities and Futures Commission of Hong Kong to make a second voluntary conditional cash offer in an effort to privatize Nam Tai Electronic & Electrical Products Limited ("NTEEP"), its Hong Kong Stock Exchange-listed subsidiary (Stock Code: 2633), in which it holds 74.88% of the issued share capital.
The new offer will be on substantially the same terms and conditions as the first offer announced in February 2009, which fell short by only 1.54 percent of satisfying the minimum condition of obtaining at least 90 percent of the shares of NTEEP which Nam Tai did not own (the "Offer Shares") and which were required for the completion of the first offer. However, because it became apparent that the shortfall in the number of shares tendered in the first offer had resulted from approximately 1.69% of the Offer Shares which had been earmarked by their holders for tender, but which had not been tendered because of broker omission and miscommunication from the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited, Nam Tai sought and obtained the consent to conduct a second offer. Under normal circumstances, this would not be permitted until after the expiration of at least 12 months from the date when a prior offer is declared unsuccessful.
In this new, second offer, Nam Tai is offering US$0.20 (HK$1.52) per NTEEP share equal to a total cash consideration of approximately US$43.5 million based on the total number of outstanding shares of NTEEP that the Company does not already own. Nam Tai plans to finance the proposed transaction with its internal resources.
As was the case for the first offer, completion of the new offer and the resulting privatization of NTEEP are conditional upon Nam Tai receiving acceptances and/or purchases, after publication of the initial composite offer document for the new offer, totalling at least 90% of the Offer Shares. If that condition is satisfied, Nam Tai intends to exercise compulsory acquisition rights to acquire any remaining NTEEP shares that it did not acquire in accordance with the new offer and then withdraw the listing of NTEEP from the Stock Exchange of Hong Kong.
It is expected that the initial composite offer document for the new offer will be published shortly and the results will be known and released around the end of June 2009.
For more information regarding this matter, please refer to the accompanying joint announcement of Nam Tai and NTEEP, which was published in Hong Kong on May 19, 2009 or visit the website of NTEEP at www.namtaieep.com.
Forward-Looking Statements
This press release contains forward-looking statements regarding a new privatization proposal of Nam Tai for its Hong Kong Exchange-listed subsidiary, approximately 75 percent of whose outstanding share capital is currently owned by Nam Tai. (the "Proposed Transaction"). These statements constitute forward- looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," estimates," "intends," "plans," "believes," "seeks," "will", "should" or "would" or variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical facts. These forward-looking statements are not guarantees of future performance or success of the Proposed Transaction and involve risks, uncertainties and assumptions, the accuracy and impact of which, are difficult to assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or by such forward-looking statements. Actual results could differ materially because of the following factors, among others: satisfaction of the conditions for the successful completion of the Proposed Transaction, which may involve foreseen and unforeseen difficulties, such as those resulting in the failure of the first offer to privatize NTEEP which Nam Tai made earlier this year, and the failure of Nam Tai obtaining acceptable tenders by at least 90 percent of the holders of NTEEP's publicly traded shares pursuant to Nam Tai's new voluntary conditional cash offer. No expectation regarding the success of the Proposed Transaction should be drawn from the results of the first offer, nor that Nam Tai will receive in the Proposed Transaction tenders of the same numbers of Offer Shares that were made in the first offer nor that NTEEP shareholders who intended, but were not able, to tender their shares in the first offer, will in fact successfully tender them in the Proposed Transaction.
For further information regarding risks and uncertainties associated with Nam Tai's business, operating results or financial condition, please refer to the "Operating and Financial Review and Prospects," "Management's Discussion and Analysis of Results of Operations and Financial Condition" and "Risk Factors" sections of Nam Tai's filings with the U.S. Securities and Exchange Commission (the "SEC"), including, but not limited to, its annual reports on Form 20-F and Reports on Form 6-K containing releases of Nam Tai's quarterly financial results, copies of which may be obtained from Nam Tai's website at http://www.namtai.com or from the SEC's EDGAR website at http://www.sec.gov.
All information in this press release is as of May 19, 2009 in Shenzhen of the People's Republic of China. Nam Tai does not undertake any duty, and should not be expected, to update any forward-looking statement to conform the statement to actual results or changes in Nam Tai's expectations.
ABOUT NAM TAI ELECTRONICS, INC.
We are an electronics manufacturing and design services provider to a select group of the world's leading OEMs of telecommunications and consumer electronic products. Through our electronics manufacturing services operations, we manufacture electronic components and subassemblies, including LCD panels, LCD modules, RF modules, DAB modules, FPC subassemblies and image sensors modules and PCBAs for headsets containing Bluetooth(1) wireless technology. These components are used in numerous electronic products, including mobile phones, laptop computers, digital cameras, electronic toys, handheld video game devices, and entertainment devices. We also manufacture finished products, including mobile phone accessories, home entertainment products and educational products. We assist our OEM customers in the design and development of their products and furnish full turnkey manufacturing services that utilize advanced manufacturing processes and production technologies.
Nam Tai's business operations are conducted by its subsidiary, Nam Tai Electronic & Electrical Products Limited ("NTEEP"), a Hong Kong Stock Exchange-listed company in which Nam Tai currently owns slightly less than 75 percent of NTEEP's outstanding share capital. In addition to reports that Nam Tai files with the SEC, which may be accessed through the SEC's EDGAR database at http://www.sec.gov, interested investors may review the website of The Stock Exchange of Hong Kong at www.hkex.com.hk to obtain information that NTEEP is required to file under applicable rules of the Hong Kong Stock Exchange. The stock code of NTEEP in The Stock Exchange of Hong Kong is 2633. Investors are reminded to exercise caution when assessing such information and not to deal with the shares of Nam Tai based solely upon reliance on such information.
(1) The Bluetooth(R) word mark and logos are owned by the Bluetooth SIG, Inc. and any use of such marks by Nam Tai is under license.
