Pansoft Company Limited announced that it has entered into an agreement and plan of merger with Timesway Group Limited, a company incorporated under the law of the British Virgin Islands, and Genius Choice Capital Limited, its direct wholly-owned subsidiary also registered in the BVI. Both of them are companies limited by shares.
Timesway Group Limited intends to finance the merger and the other transactions contemplated by a bank loan raised in Hong Kong, China.
Pursuant to the agreement signed and in accordance with the BVI Companies Law, Genius Choice Capital Limited shall be merged with and into Pansoft Company Limited. Following the merger transaction, the BVI-registered Pansoft will continue as the surviving corporation. Also, under the terms of the agreement, each ordinary share of Pansoft, par value US$0.0059 per share, shall be cancelled in exchange for the right to receive an amount in cash equal to US$4.15 per share without interest. As of the effective time of the merger, all of the shares shall no longer be outstanding and shall automatically be cancelled.
The agreement and the merger contemplated in it have been approved by Pansoft's Board of Directors. Now the merger is subject to the approval by an affirmative vote of shareholders. If completed, the merger will result in Pansoft becoming a privately held company, its shares being delisted from the NASDAQ Capital Market.
