Actions Semiconductor Co., Ltd. one of China's fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer electronics announced that it is going private. The parties currently expect to complete the merger as soon as practicable, subject to the satisfaction or waiver of the conditions set forth in the merger agreement. Upon completion of the merger, the Company will become a privately held company, and its ADSs will no longer be listed on the Nasdaq Global Market.
The Company's shareholders voted in favor of, among others, the proposal to authorize and approve (i) the previously announced agreement and plan of merger dated September 12, 2016, among the Company and a consortium of investors, including Supernova Investment Ltd., Starman Limited, and other certain shareholders of the Company: Surrey Glory Investments Inc., Tongtong Investment Holding Co., Ltd., Perfectech Int'l Ltd., Allpremier Investment Limited, Octovest International Holding Co., Ltd., Ventus Corporation, Middlesex Holdings Corporation Inc, Rich Dragon Consultants Limited, Nutronics Technology Corporation, Uniglobe Securities Limited, New Essential Holdings Limited, Embona Holdings (Malaysia) Limited, Suffolk Dragon Ventures Ltd, and Top Best Development Limited, (ii) the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached to the merger agreement, and (iii) any and all transactions contemplated by the Merger Agreement, including the Merger.
Immediately after completion of the merger, merger sub, a wholly owned subsidiary of parent, will merge with and into the Company, with the Company continuing as the surviving company. Approximately 78.6% of the Company's total outstanding ordinary shares (including ordinary shares represented by the American depositary shares voted in person or by proxy at an extraordinary general meeting.
Of these ordinary shares (including ordinary shares represented by the ADSs) voted in person or by proxy at the extraordinary general meeting, approximately 99.3% were voted in favor of the proposal to authorize and approve the merger agreement, the plan of merger, and any and all transactions contemplated by the merger agreement, including the merger. A two-thirds majority of the voting power represented by the ordinary shares of the Company present and voting in person or by proxy at the extraordinary general meeting was required for the approval of the merger.
