Camelot Information Systems Inc., the Chinese company providing enterprise application and financial industry information technology services, entered into a definitive Agreement and Plan of Merger with Camelot Employee Scheme Inc., a limited liability company domiciled in the British Virgin Islands and owned by Chinese company’s Chairman and Chief Executive Officer Mr. Simon Yiming Ma, and Camelot Employee SubMerger Scheme INC., another BVI-incorporated limited liability company, which is wholly-owned subsidiary of Camelot Employee Scheme Inc.
Under the terms of the merger agreement, Camelot Employee Scheme Inc. will acquire Camelot Information Systems for US$0.5125 per ordinary share of the Chinese company or US$2.05 per American Depositary Shares, each representing 4 shares. The consideration to be paid to shareholders implies an equity value for the Company of approximately US$98.2 million, on a fully diluted basis.
At the time of the merger, Employee SubMerger Scheme INC. will merge with Camelot Information Systems, the last one continuing as the surviving corporation and a wholly owned subsidiary of the BVI-based Camelot Employee Scheme Inc.
The Merger Agreement and the Merger was approved by the board of directors of Camelot Information Systems, and it was recommended that the company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The deal is currently expected to close in early 2014. If completed, the Merger will result in the Chinese company becoming a privately held company, its ADSs being delisted from the NYSE.
