SHENZHEN, China, April 12, 2021 /PRNewswire/ -- Nam Tai Property
Inc. ("Nam Tai" or the "Company")
(NYSE Symbol: NTP) today issued the following statement in response
to the reports issued by Institutional Shareholder
Services Inc. ("ISS") and Glass Lewis regarding the election of
directors to Nam Tai's Board of
Directors at the Company's upcoming Special Meeting on April 26, 2021.
ISS, Glass Lewis Both Determine a Change in Board Control is
Not Warranted
We are pleased that ISS and Glass Lewis recognize the risks
associated with IsZo gaining control of the Board. ISS notes that
the dissident's plan lacks sufficient detail to support its
critiques of the Company's performance. Additionally, the
dissident's case regarding concerns over share price undervaluation
is lacking. ISS specifically stated, "The dissident has not
provided sufficient evidence to support its claim that the
company's stock underperformed under the control of Kaisa and that
the company's capital allocation strategy was inadequate. Nor has
the dissident made a thorough critique of the company's operating
performance."
Glass Lewis raised similar concerns in their report, "In
addition, we believe the board's critique of the full IsZo slate as
lacking sufficient industry and local market experience to
effectively oversee NTP is valid, as are the board's criticisms of
the dissident's plan as being generally vague or reliant upon
existing management's experience and plan."
ISS: Dissident's $40 Price Estimate has Insufficient Disclosure of
Methodology
With regard to IsZo's unsubstantiated claim of an estimated
value of $40, ISS stated:
"An estimate of USD 40 per
share was mentioned several times without sufficient disclosure
regarding the estimation methodology."
The Company's recently completed third-party valuations of its
properties by Savills Real Estate Valuation (Guangzhou) Limited ("Savills") and
Jones Lang LaSalle ("JLL") resulted
in an asset value of approximately RMB 5.7
billion ($880 million), which
equates to a net asset value of approximately $18 per share, including balance sheet
adjustments. ISS acknowledged that the approximate 30% discount
that Nam Tai trades to its Net Asset
Value (NAV) is "not unheard of in this sector." IsZo has
targeted Nam Tai based on an
unrealistic and unsupported projection for the value of
Nam Tai's share price, which is in
stark contrast with independent expert opinions. It is clear there
is no magic replacement for local experience and relationships. The
current Nam Tai Board and management
team have delivered on their promises to restore Nam Tai to profitability, and we cannot allow
ourselves to be distracted by unrealistic projections to get us off
track now.
Increased Liquidity Risk with Nomination of Dissident
Directors
We strongly disagree with ISS's recommendation for three
dissident nominees. ISS' basis appears to be largely rooted in the
adverse judgment issued by the Eastern Caribbean Supreme Court in
the High Court of Justice in the British
Virgin Islands ("Court") ruling.
We believe ISS misunderstands the recent judgement of the Court
and fails to take in account Nam
Tai's position, as set out in its application to appeal that
the judgement contained a number of significant errors, such as the
failure to account for important evidence, in particular the
existence of the liquidity crisis facing Nam Tai.
Nam Tai was notified by its
lending banks that the Company's operations and management control
were subject to substantial uncertainties triggered by actions that
had been recently taken by IsZo. The purpose of the private
placement was to raise capital to meet funding requirements due to
the accelerated repayment demands made by its banks.
Although the ISS and Glass Lewis reports reference the bank
demand letters and ensuing liquidity crisis in the chronology of
events, the reports are silent on what alternative course of action
Nam Tai's management had other than
issuing a private placement to raise capital to meet the repayment
demands.
The reports make no mention how the appointment of
dissident directors will help relieve the liquidity crisis. The
highest priority for Nam Tai
management and the Board is to resolve outstanding liquidity
matters and resume normal operations. The existing management is
highly confident in its ability to re-establish its banking
relationships after the Company's board nominees are
re-elected.
The recommendation for two dissident nominees by Glass Lewis in
its report is also strongly disagreed by the Company for similar
reasons.
Strategic Relationship with Kaisa Recognized by ISS and Glass
Lewis
"In fairness, it should be noted that NTP only started to
transform from an electronics manufacturer into a real estate
developer in 2014 and that Kaisa's investment in NTP resulted from
the former chairman's search for an exit for himself and a
strategic partner for NTP," ISS noted.
"We also believe that a portion of the
current directors' institutional knowledge and relationships,
particularly with the Company's financial institutions
and local partners, remains vital to the future
operation and success of the Company," Glass Lewis stated.
Further, IsZo's slate puts at risk the Company's strategic
partnership with Kaisa, a top 24 national developer and a top 3
developer in Shenzhen with more
than 20 years of local real estate experience. Leveraging its
significant expertise in the local market, Kaisa brings to the
Company a number of significant and strategic advantages, including
local real estate expertise, expedited industrial development
projects, and enhanced access to bank financings, suppliers, and
local authorities. Kaisa's partnership and investment in the
Company has greatly increased market confidence in Nam Tai, including from customers and suppliers
– which are critical to the continued success of the Company.
Maintaining the Kaisa relationship is undeniably the key to
resolving the liquidity crisis.
In addition, there is also no evidence of IsZo's capability to
put forward a management team with expertise in the PRC real estate
sector. As acknowledged by ISS, IsZo's plan lacks details, citing
specifically that "no alternative management team has been
identified."
Nam Tai's Directors Would
Restore Access to Financing and Unlock Growth
With regard to recommending against Dr. Wing Yan (William) Lo, Professor Si Zong Wu, and
Professor Aiping Lyu, and the latter
two of them by ISS and Glass Lewis, respectively, we believe that
the two proxy advisory firms have reached the wrong conclusion. The
imminent threat to shareholder value is the potential for a forced
liquidation of Nam Tai's assets to
meet the banks' accelerated repayment demands.
We are highly confident that our board directors are the right
individuals to continue working with the management team to restore
access to financing and unlock the significant growth potential in
the path ahead. The Company looks forward to continuing in its
mission to become a leading technology park developer and operator
committed to long-term and sustainable growth.
Dr. Wing Yan (William) Lo
Dr. Lo brings over 34 years of technology and consumer
experience to our Board, as well as extensive real estate Board
experience. He has served as a director of Jing Rui Holdings since
2013 and at CSI Properties since 2014. In addition, Dr. Lo has extensive knowledge of the
Mainland and Hong Kong financial
markets, and his background in TMT is critical to Nam Tai in our mission to become a leading
technology park developer.
Professor Si Zong Wu
Professor Wu is a professor of economics, business management
and marketing at Tongji University Professor with over 40 years of
experience as a teacher and researcher. He has also served as the
Secretary of the Party Committee. His understanding of
macroeconomics, insight into business cycles and knowledge of the
regulations, has proved invaluable to management. He currently
serves as a director and general managers for Guanzong Investment
Management Co., independent director of Shanghai Shimao Co., Top
Spring International Holdings, Anhui Higasket Plastics Co. and
director of Chitina Holding Ltd.
Professor Aiping Lyu
Professor Lyu brings over 22 years of experience in research and
pharmaceuticals in Mainland China and Hong Kong. He also currently serves as a
member of the Chinese Pharmacopoeia Commission of the People's Republic of China. Professor Lyu
has served as an independent non-executive director of Kaisa Health
Group Holdings Limited (SEHK: 876) since March 2018 and has been the Chair Professor and
Dean of School of Chinese Medicine of Hong Kong Baptist University since February 2012. His extensive experience in
academia provides fresh insights and ideas to our leadership, as
well as critical relationships throughout our markets of operation
which is home to several biotechnology and pharmaceutical
companies.
We remind our shareholders that their vote is extremely
important, no matter how many or how few shares they own.
Nam Tai urges shareholders to vote
AGAINST Resolutions 1 through 12 on the WHITE Proxy
Card so that our independent, highly qualified and experienced
board directors may continue their work with our management team in
driving growth and creating long-term value for shareholders.
If you have any questions or require any assistance with voting
your shares, please contact our proxy solicitor at the number
listed below:
Innisfree M&A Incorporated
Shareholders may call toll free: (877) 825-8777
Banks and Brokers may call: (212) 750-5833
Forward-looking Statement and Factors that Could Cause our
Share Price to Decline
Certain statements included in this press release, other than
statements of historical fact, are forward-looking statements.
Forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may", "might", "can",
"could", "will", "would", "anticipate", "believe", "continue",
"estimate", "expect", "forecast", "intend", "plan", "seek", or
"timetable". These forward-looking statements, which are subject to
risks, uncertainties, and assumptions, may include projections of
our future financial performance based on our growth strategies and
anticipated trends in our business and the industry in which we
operate. These statements are only predictions based on our current
expectations about future events. There are several factors, many
beyond our control, which could cause results to differ materially
from our expectation. These risk factors are described in our
Annual Report on Form 20-F and in our Current Reports filed on Form
6-K from time to time and are incorporated herein by reference. Any
of these factors could, by itself, or together with one or more
other factors, adversely affect our business, results of operations
or financial condition. There may also be other factors currently
unknown to us, or have not been described by us, that could cause
our results to differ from our expectations. Although we believe
the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,
performance, or achievements. You should not rely upon
forward-looking statements as predictions of future events. These
forward-looking statements apply only as of the date of this
announcement; as such, they should not be unduly relied upon as
circumstances change. Except as required by law, we are not
obligated, and we undertake no obligation, to release publicly any
revisions to these forward-looking statements that might reflect
events or circumstance occurring after the date of this press
release or those that might reflect the occurrence of unanticipated
events.
ABOUT NAM TAI PROPERTY INC.
We are a real estate developer and operator, mainly conducting
business in Mainland China. Our main land resources are located in
the Guangdong-Hong Kong-Macao
Greater Bay Area ("Greater Bay Area") and Wuxi, China, of which the three plots in
Shenzhen will be developed into
Nam Tai Inno Park, Nam Tai Technology Center and Nam Tai Inno Valley. We plan to build these
technology parks into landmark parks in the region and provide
high-quality industrial offices, industrial service spaces and
supporting dormitories to the tenants. Based on the experience of
developing and operating technology parks and an industrial
relationship network accumulated over the past 40 years, we have
also exported the operation model of technology parks to other
industrial properties. Through an asset-light model, we have leased
industrial properties for repositioning and business invitation. We
will also expand the commercial and residential property business
in China as an auxiliary
development strategy of the Company. As the growth prospects of
China maintain, we shall seize
development opportunities in the Greater Bay Area and other first-
and second-tier cities in China,
and continue to strengthen and expand the business of industrial
real estate, and commercial and residential properties. Nam Tai
Property Inc. is a corporation registered in the British Virgin Islands and listed on the New
York Stock Exchange (Symbol: "NTP").
Please refer to our corporate website (https://www.namtai.com/)
or the SEC website (www.sec.gov) for our press releases and
financial statements.
View original
content:http://www.prnewswire.com/news-releases/nam-tai-property-comments-on-iss-and-glass-lewis-reports-301266795.html
SOURCE Nam Tai Property Inc.