INTRODUCTION
This Amendment No. 6 (“Final Amendment”) to Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Actions Semiconductor Co., Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the
“Company”), the issuer of the ordinary shares, par value $0.000001 per share (each, a “Share” and collectively, the “Shares”), including the Shares represented by the American depositary shares, each representing six Shares (“ADSs”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Supernova Investment Ltd., an exempted company with limited liability incorporated under the laws of the Republic of Mauritius (“Parent”); (c) Starman Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly-owned by Parent (“Merger Sub”); (d) Surrey Glory Investments Inc., (e) Tongtong Investment Holding Co., Ltd., (f) Perfectech Int'l Ltd., (g) Allpremier Investment Limited, (h) Octovest International Holding Co., Ltd., (i) Ventus Corporation, (j) Middlesex Holdings Corporation Inc, (k) Rich Dragon Consultants Limited, (l) Nutronics Technology Corporation,
(m) Uniglobe Securities Limited, (n) New Essential Holdings Limited, (o) Embona Holdings (Malaysia) Limited, (p) Suffolk Dragon Ventures Ltd, and (q) Top Best Development Limited. Filing Persons (b) and (d) through (q) are collectively referred to herein as the “Buyer Group.” This Amendment amends and restates in its entirety information set forth in the Transaction Statement.
The Transaction Statement relates to the agreement and plan of merger, dated as of September 12, 2016, by and among Parent, Merger Sub, and the Company (the “Merger Agreement”), pursuant to which Merger Sub was merged with and into the Company with the Company continuing as the surviving company (the “Merger”).
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of the Transaction Statement.
All information contained in this Final Amendment concerning each Filing Person has been supplied by such Filing Person.
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Item 15
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Additional Information
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Item 15(c) is hereby amended and supplemented as follows:
On December 9, 2016, at 2:00 pm (Hong Kong time), an extraordinary general meeting of shareholders of the Company was held at 8F, No. 437, Ruiguang Road, Neihu District, Taipei, Taiwan. At the extraordinary general meeting, the shareholders of the Company voted to authorize and approve the merger agreement, the plan of merger substantially in the form attached as Annex C to the merger agreement (the “Plan of Merger”), and the transactions contemplated by the merger agreement, including the merger.
On December 9, 2016, the Company filed the Plan of Merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands Register of Companies as of December 9, 2016, pursuant to which the merger will become effective on December 16, 2016.
At the effective time of the merger, each of the Shares (including Shares represented by ADS) issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive $0.366 per Share or $2.20 per ADS surrendered for cancellation, in each case, in cash, without interest and net of any applicable withholding taxes, except for the Rollover Shares, the Excluded Shares, and the Dissenting Shares. Each Excluded Share (including ADSs that represent Excluded Shares) issued and outstanding immediately prior to the effective time of the merger, will be cancelled and will cease
to exist, and no consideration will be delivered with respect thereto. Each Rollover Share (including ADSs that represent such Shares) issued and outstanding immediately prior to the effective time of the merger, will continue to exist and automatically become one validly issued, fully paid and non-assessable ordinary share in the Surviving Company, without payment of any consideration or distribution therefor. The Company did not receive any notice of objection from any shareholder prior to the vote to approve the merger, which is required for exercising any dissenter rights. Each Option and Vested RSU issued and outstanding prior to the
effective time of the merger will be cancelled and will hereafter represent only the right to receive the applicable payment set forth in Merger Agreement.
In addition, immediately after the effective time of the merger, each Unvested RSU of the Company under the Company’s Equity Performance Incentive Plan adopted in 2007, will be assumed by the Surviving Company from and after the effective time of the merger, in accordance with the terms and conditions of such plan.
As a result of the merger, the ADSs will no longer be listed on any securities exchange or quotation system, including the Nasdaq Stock Market (“NASDAQ”). The Company requested that NASDAQ file a Form 25 with the SEC notifying the SEC of the delisting of the Company’s ADSs on NASDAQ and the deregistration of the Company’s registered securities. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. In addition, the Company intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice
on Form 15 with the SEC. The Company’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
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(a)-(1)*
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Proxy Statement of the Company dated November 7, 2016 (the “Proxy Statement”).
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(a)-(2)
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Letter to Shareholders, incorporated herein by reference to the Proxy Statement.
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(a)-(3)
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Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.
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(a)-(4)
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Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
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(a)-(5)
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Form of ADS Voting Instruction Card, incorporated herein by reference to the Proxy Statement.
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(a)-(6)
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Press Release issued by the Company, dated September 12, 2016, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on September 13, 2016.
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(c)-(1)
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Opinion of Houlihan Lokey (China) Limited dated September 12, 2016, incorporated herein by reference to Annex B of the Proxy Statement.
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(c)-(2)*
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Discussion Materials prepared by Houlihan Lokey (China) Limited for discussion with the Special Committee, dated August 1, 2016.
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(c)-(3)*
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Discussion Materials prepared by Houlihan Lokey (China) Limited for discussion with the Special Committee, dated September 12, 2016.
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(d)-(1)
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Agreement and Plan of Merger, dated as of September 12, 2016, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.
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(d)-(2)
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Support Agreement, dated as of September 16, 2016, by and among Parent and the Rollover Shareholders, incorporated herein by reference to Annex E to the Proxy Statement.
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(d)-(3)
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Joint Filing Agreement, dated May 18, 2016, by and between Surrey Glory, Supernova, Tongtong, Perfectech, Allpremier, and Octovest, and their respective controlling persons, incorporated herein by reference to Exhibit 7.01 to Schedule 13D filed by Surrey Glory, Supernova, Tongtong, Perfectech, Allpremier and Octovest and their respective controlling persons on May 23, 2016.
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(d)-(4)
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Consortium Agreement, dated as of May 18, 2016, by and between Surrey Glory, Supernova, Tongtong, Perfectech, Allpremier, and Octovest, incorporated herein by reference to Exhibit 7.02 to Schedule 13D filed by Surrey Glory, Supernova, Tongtong, Perfectech, Allpremier and Octovest and their respective controlling persons on May 23, 2016.
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(d)-(5)
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Proposal Letter to Board of Directors of the Company from Supernova, dated May 19, 2016, incorporated herein by reference to Exhibit 7.03 to Schedule 13D filed by Surrey Glory, Supernova, Tongtong, Perfectech, Allpremier and Octovest and their respective controlling persons on May 23, 2016.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Date: December 16, 2016
Actions Semiconductor Co., Ltd.
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By:
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/s/ Yu-Hsin, LIN
Name: Yu-Hsin (Casper), Lin
Title: Special Committee Chairman
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Supernova Investment Ltd.
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By:
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/s/ Hsuan-Wen, CHEN
Name: Hsuan-Wen (Niccolo), Chen
Title: Sole Director
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Starman Limited
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By:
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/s/ Hsuan-Wen, CHEN
Name: Hsuan-Wen (Niccolo), Chen
Title: Sole Director
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Surrey Glory Investments Inc.
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By:
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/s/ Yung Sen, CHANG
Name: Yung Sen, Chang
Title: Sole Director
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Tongtong Investment Holding Co., Ltd.
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By:
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/s/ Yun-Chin, LEE
Name: Yun-Chin, Lee
Title: Sole Director
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Perfectech Int'l Ltd.
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By:
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/s/ Lewis Chi-Tak, LO
Name: Lewis Chi-Tak, Lo
Title: Sole Director
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Allpremier Investment Limited
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By:
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/s/ Yingna, MA
Name: Yingna, Ma
Title: Sole Director
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Octovest International Holding Co., Ltd.
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By:
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/s/ I-Ming, PAN
Name: I-Ming, Pan (aka Robin Pan)
Title: Sole Director
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Ventus Corporation
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By:
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/s/ Hsin, TANG
Name: Hsin, Tang
Title: Sole Director
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Middlesex Holdings Corporation Inc
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By:
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/s/ Yung-Chieh, LIN
Name: Yung-Chieh, Lin
Title: Sole Director
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Rich Dragon Consultants Limited
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By:
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/s/ Jr-Neng, CHANG
Name: Jr-Neng, Chang
Title: Sole Director
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Nutronics Technology Corporation
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By:
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/s/ Fu Chi, LEE
Name: Fu Chi, Lee
Title: Sole Director
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Uniglobe Securities Limited
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By:
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/s/ Chun Mei CHEN De Chang
Name: Chun Mei Chen De Chang
Title: Sole Director
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New Essential Holdings Limited
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By:
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/s/ Sui Gin, CHANG
Name: Sui Gin, Chang
Title: Sole Director
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Embona Holdings (Malaysia) Limited
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By:
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/s/ Chia-Wen, YEH
Name: Chia-Wen, Yeh
Title: Sole Director
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Suffolk Dragon Ventures Ltd
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By:
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/s/ Shu-Lin, CHEN
Name: Shu-Lin, Chen
Title: Sole Director
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Top Best Development Limited
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By:
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/s/ Li-Li, YEH HSU
Name: Li-Li, Yeh Hsu
Title: Sole Director
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