Syswin Inc. (SYSW) announced that its shareholders voted in favor of the proposal to approve Agreement and Plan of Merger among Brilliant Strategy Limited or Parent, a business company with limited liability incorporated under the laws of the British Virgin Islands, Brilliant Acquisition Limited or Merger Sub, a wholly-owned subsidiary of Parent, and the Company, pursuant to which Merger Sub will be merged with and into the Company with the Company surviving the merger as a wholly-owned subsidiary of Parent.
Approximately 89.20% of the company's total outstanding ordinary shares voted in person or by proxy at today's extraordinary general meeting. Of the ordinary shares voted in person or by proxy at the extraordinary general meeting, approximately 99.99% were voted in favor of the proposal to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and approximately 100.00% were voted in favor of the proposal to authorize the directors of the Company to do all things necessary to give effect to the Merger Agreement.
All closing conditions set forth in the Merger Agreement have been satisfied or waived.
The parties expect to complete the merger as soon as practicable, as a result of which completion Syswin will become a privately held company wholly owned by Parent and SYSWIN's American depository shares will no longer be listed on the New York Stock Exchange.
In December 2012, Syswin announced that it entered into an agreement and plan of merger with Brilliant Strategy Limited or Parent and Brilliant Acquisition Limited or Merger Sub, a wholly-owned subsidiary of Parent. Parent is wholly owned by Liangsheng Chen, Chief Executive Officer, President and a director of Syswin.
As per the Merger Agreement, each ordinary share of the Company , including ordinary shares represented by American Depositary Shares, each of which represents 4 ordinary shares, issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive US$0.5125 or US$2.05 per ADS in cash without interest.
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