HONG KONG, July 2, 2015 - (ACN Newswire) - Winshine Entertainment & Media Holding Company Limited ("Winshine"/ "the Company") (SEHK: 209) today announces that the Company on 27 May 2015 signed the Funding Commitment Letter addressed to NXP1 and JAC Capital2, pursuant to which the Company committed to transfer to JAC Capital equity and/or debt funding commitment in the amount of US$500 million, for JAC Capital's use to pay the purchase price of the Possible Investment, following with JAC Capital entered into a binding cover letter with NXP to commit to execute the Agreed Form SPA (Sale and Purchase Agreement) on the same day.
The Funding Commitment Letter was given in relation to the Possible Investment which involves the acquisition of certain business of NXP, including the business of developing, manufacturing and selling of radio frequency power amplifiers (the "Target Business"), which is expected to be disentangled from NXP to certain new entities to be acquired by the purchaser. The purchase price to acquire the Target Business amounts to US$1.8 billion (equivalent to approximately HK$13.95 billion).
The Company entered into the Second Cooperation Agreement with JAC Capital on 25 June 2015 pursuant to which the parties agreed to cooperate in the Possible Investment through the establishment of the JV Company which will be established for the purpose of acquiring the Target Business. According to the Second Cooperation Agreement, the investment by the Fund in the JV Company shall be not less than US$500 million. The remaining consideration of the Possible Investment will be paid by the JAC Fund and bank borrowings.
As of today, the Company is still in discussion with JAC Capital and other potential investors regarding the participation in the Possible Investment and the relevant investment structure. The Possible Investment is also subject to the negotiation and finalisation of the relevant transaction agreement(s) among the Company, JAC Capital and other potential investors, if any.
The Target Business is one of the market leaders in high performance radio frequency power amplifiers primarily focused on the cellular base station market, with potential future growth applications in the areas of industrial lighting, next generation cooking and automotive electronic ignition systems.
JAC Capital is experienced in investing in high-tech industry including integrated circuit and semiconductor, IT and networking, data service, cloud computing and telecommunication.
The Company is of the view that, through the Possible Cooperation, JAC Capital and the Group would be able to utilize the strengths of each other to facilitate the Possible Investment. By providing the Funding Commitment, the Group facilitates and expedites JAC Capital in the negotiation of the Possible Investment.
Moreover, the provision of the Funding Commitment also demonstrates the commencement of the Possible Cooperation between the Group and JAC Capital in this transaction. In view of the competitive advantage of the Target Business, the Company considers that the Possible Cooperation aligns with the Company's business strategy to diversify into potential profitable businesses.
In addition, it also allows the Group to embark on its participation in the semiconductor industry with a view to forming a solid foundation for the Group to further develop its business in related businesses by way of leveraging the expertise knowledge and experience of JAC Capital in the semiconductor industry through the Possible Cooperation and investing in the Possible Investment through its equity investment in the JV Company through the Fund, which may enhance returns to the Shareholders.
Looking forward, the Company will continue to look for suitable business opportunities in the integrated circuit industry sector, which is considered to have great growth potential in the long term spectrum.
Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 2 July 2015.
Notes:1. NXP is principally engaged in semiconductor business and its holding company is NXP Semiconductors N.V. (NASDAQ: NXPI) creates solutions that enable secure connections for a smarter world. Building on its expertise in high-performance mixed-signal electronics, NXP is driving innovation in the areas of connected cars, cyber security, portables & wearables, and the Internet of Things. NXP has operations in more than 25 countries, and posted revenue of US$5.65 billion in 2014. Find out more at www.nxp.com2. JAC Capital was established for the purpose of investing in the high tech industry including semiconductor, information technology, networking, data service, cloud computing and telecommunications. By taking advantage of the abundant resources of its shareholders in the international financial market, JAC Capital partners with industrial leaders in various sectors make investments in the focused high tech industry and the global semiconductors market to support its continuous development.
Find out more at:1. http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0630/LTN201506301001.pdf2. http://www.nxp.com/news/press-releases/2015/05/nxp-semiconductors-announces-agreement-to-sell-rf-power-business.html3. http://www.nxp.com/news/press-releases/2015/03/nxp-and-freescale-announce-40-billion-merger.html
Media Contacts:Angel YeungJovian CommunicationsTel: +852 2581 0168Fax: +852 2854 2012Email: winshine@joviancomm.com
Source: Winshine Entertainment & Media Holding Co.,Ltd
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