Yucheng Technologies Limited (NASDAQ: YTEC) (“Yucheng” or the “Company”), a leading provider of IT Solutions to the financial services industry in China, announced today that the Company completed the merger of New Sihitech Acquisition Limited with and into the Company (the “merger”) by completing the registration of the merger with the Registrar of Corporate Affairs of the British Virgin Islands. Following the completion of the merger, the Company will become a privately held company and the ordinary shares of the Company will no longer be traded on the NASDAQ Global Select Market.
Under the terms of the agreement and plan of merger, which was approved by the Company’s shareholders at an extraordinary meeting held on December 27, 2012, each outstanding ordinary share of the Company, other than the Founder Shares and Rollover Shares (as defined in the Company’s proxy statement dated November 30, 2012) had been cancelled in exchange for the right to receive $3.90 per share in cash without interest and net of any applicable withholding taxes. In addition, each share of restricted stock under the Company’s 2006 Performance Equity Plan (other than shares of restricted stock granted to Mr. Weidong Hong, chairman of the board of directors and chief executive officer of the Company, and rollover shareholders who have waived their right to receive the merger consideration and continue to beneficially own their shares following the merger) was cancelled and converted into the right to receive $3.90 in cash without interest, net of any applicable withholding taxes.
The Company has engaged Continental Stock Transfer & Trust Company as its paying agent to process the payment of merger considerations to its shareholders. Shareholders of record will receive a letter of transmittal and instructions on how to surrender their shares in exchange for the merger consideration. Shareholders should wait to receive the letter of transmittal before surrendering their shares.
The Company also intends to promptly request that trading of its ordinary shares on the NASDAQ be suspended. The Company will request an application on Form 25 be filed with the SEC to remove the Company’s ordinary shares from listing on The NASDAQ Global Select Market. The Company intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing Form 15 with the SEC. The Company’s obligations to file or furnish with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.
About Yucheng Technologies Limited
Yucheng Technologies Limited (NASDAQ: YTEC) is a leading IT service provider to the Chinese financial service providers. Headquartered in Beijing, China, Yucheng services clients from its nationwide network with approximately 2,800 employees. Yucheng provides a comprehensive suite of IT solutions to Chinese Banks including: (i) Channel Solutions, such as e-banking and call centers; (ii) Business Solutions, such as core banking systems and loan management; and (iii) Management Solutions, such as risk analytics and business intelligence. The independent research firm IDC named Yucheng the No. 1 market share leader in China’s Banking IT solution market in 2010 and 2011. For more information about Yucheng Technologies Limited, please visit www.yuchengtech.com.