Buyer Consortium Led by Recco Control Technology and Dazheng Group Issues Statement on Hollysys’ Announced Special Meeting

By: Recco Control Technology Pte. Ltd. via Business Wire

November 27, 2023 at 08:00 AM EST

Reiterates All-Cash Offer of US$26.50 Per Share while Noting Board is Negotiating a Deal without the Support of Shareholders

Special Meeting Must Happen Prior to Definitive Deal, Any Deal Announced Prior to Special Meeting Will Not Carry the Clear Support of Shareholders

Buyer consortium (“the consortium”) led by Recco Control Technology Pte. Ltd. (“Recco Control Technology”) and Dazheng Group (Hong Kong) Investment Holdings Company Limited (“Dazheng Group”) today reiterates its all-cash proposal of US$26.50 per share for Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) (“Hollysys”). This statement comes amidst an announcement of the board of directors (“Board”) of Hollysys that has indicated that the special meeting (“Special Meeting”) of shareholders requested by certain shareholders on August 24, 2023 will be held in the week of January 22, 2024 following a persistent campaign by the Board to deny shareholders basic rights. Members of the consortium also include TFI Asset Management Limited, and Great Wall Capital Co., Ltd, who have entered into a memorandum of strategic cooperation with Recco Control Technology and Dazheng Group in connection with the proposed acquisition of Hollysys.

The Board continues to take actions that impede or disregard the basic rights and wishes of the shareholders. Announcing the Special Meeting will be held in the week of January 22, 2024 while indicating that the Board hopes to execute a merger agreement by mid-December 2023 is a direct disregard for what the shareholders want and renders the Special Meeting futile. Shareholders are entitled to choose the board of directors, in whom they have trust and confidence, that they wish to run the sales process and the current Board is denying shareholders this basic right at one of the most important times in the Company’s history.

Furthermore, as the leading bidder for Hollysys with a bid of $26.50 per share, we have to wonder if the Board is, at the expense of shareholders, seeking once again to create a situation that is more favorable for a management buyout rather than supporting a higher third party bid. Any attempt by the Board to prematurely seal a deal potentially undermines the maximization of shareholder value.

To ensure the sale process is one that is legitimate and maximizes shareholder value rather than one which favors management, the Board must hold the Special Meeting before any binding agreement is reached.

Advisors

UBS AG Hong Kong Branch¹ is serving as financial advisor to leaders of the consortium, Recco Control Technology and Dazheng Group. Sullivan & Cromwell LLP and DLA Piper are United States counsels to the consortium. Conyers Dill & Pearman is advising the consortium on BVI law.

About Recco

Recco Control Technology Pte. Ltd is a Singapore-incorporated investor in the automation industry and was founded by Mr. Ke Lei, a veteran in the automation industry in China.

About Dazheng

Dazheng Group (Hong Kong) Investment Holdings Company Limited is a Hong Kong-incorporated financial investor founded by sophisticated entrepreneurs and investment banking professionals.

About TFI

TFI Asset Management Limited is a Hong Kong-based asset management firm which is an indirect subsidiary of Tianfeng Securities Co., Ltd. (also known as TF Securities, SH: 601162).

About Great Wall Capital

Great Wall Capital Co., Ltd. is a Beijing-based private equity investment firm under China Great Wall Asset Management Co., Ltd., one of the four Chinese state-owned asset management companies.

Cautionary Statement Regarding Forward-looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. These statements include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words “believe,” “envision,” “will,” “expect,” “anticipate,” “intend,” “estimate,” “plan” and similar expressions. Although the management of Recco, Dazheng, TFI and Great Wall Capital believe that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of any of Recco, Dazheng, TFI and Great Wall Capital, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Other than as required by applicable law, none of Recco, Dazheng, TFI and Great Wall Capital undertakes any obligation to update or revise any forward-looking information or statements. The information and opinions contained herein do not take into account the particular investment objectives, financial situation, or needs of any recipient and should not be construed as an offer to buy or sell or the solicitation of an offer to buy or sell the securities mentioned or an invitation to the public. Under no circumstances shall the information contained herein or the opinions expressed herein constitute a personal recommendation to anyone.

¹ UBS AG is incorporated in Switzerland with limited liability.