Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

 

Hollysys Automation Technologies Ltd.

(Name of Issuer)

 

Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

 

G45667105

(CUSIP Number)

 

Mengyun Tang
c/o Advanced Technology (Cayman)
Limited
Suite 3501, 35/F, Jardine House
1 Connaught Place, Central
Hong Kong, China
[phone]

 

With Copies To:

 

Marcia Ellis Morrison & Foerster LLP Edinburgh Tower, 33/F The Landmark, 15 Queen’s Road Central Hong Kong, China [phone]

Spencer Klein Mitchell Presser John Owen Morrison & Foerster LLP 250 West 55th Street New York, NY 10019-9601 [phone]

 

July 25, 2024

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. G45667105

1			Name of Reporting Persons Liang Meng
2			Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3			SEC Use Only
4			Source of Funds AF
5			Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6			Citizenship or Place of Organization Hong Kong Special Administrative Region of People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With					7		Sole Voting Power 0
					8		Shared Voting Power 1
					9		Sole Dispositive Power 0
					10		Shared Dispositive Power 1
11			Aggregate Amount Beneficially Owned by Each Reporting Person 1
12			Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13			Percent of Class Represented by Amount in Row (11) 100%*
14			Type of Reporting Person IN
*	Based on one Ordinary Share outstanding immediately following the consummation of the Merger (as defined in Amendment No. 2 (as defined below)).

 

Page 2

 

 

CUSIP No. G45667105

1			Name of Reporting Persons Ascendent Capital Partners III GP Limited
2			Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3			SEC Use Only
4			Source of Funds AF
5			Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6			Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7		Sole Voting Power 0
					8		Shared Voting Power 1
					9		Sole Dispositive Power 0
					10		Shared Dispositive Power 1
11			Aggregate Amount Beneficially Owned by Each Reporting Person 1
12			Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13			Percent of Class Represented by Amount in Row (11) 100%*
14			Type of Reporting Person CO
*	Based on one Ordinary Share outstanding immediately following the consummation of the Merger.

 

Page 3

 

 

CUSIP No. G45667105

1			Name of Reporting Persons Ascendent Capital Partners III GP, L.P.
2			Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3			SEC Use Only
4			Source of Funds AF
5			Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6			Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7		Sole Voting Power 0
					8		Shared Voting Power 1
					9		Sole Dispositive Power 0
					10		Shared Dispositive Power 1
11			Aggregate Amount Beneficially Owned by Each Reporting Person 1
12			Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13			Percent of Class Represented by Amount in Row (11) 100%*
14			Type of Reporting Person PN
*	Based on one Ordinary Share outstanding immediately following the consummation of the Merger.

 

Page 4

 

 

CUSIP No. G45667105

1			Name of Reporting Persons Ascendent Capital Partners III, L.P.
2			Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3			SEC Use Only
4			Source of Funds AF
5			Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6			Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7		Sole Voting Power 0
					8		Shared Voting Power 1
					9		Sole Dispositive Power 0
					10		Shared Dispositive Power 1
11			Aggregate Amount Beneficially Owned by Each Reporting Person 1
12			Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13			Percent of Class Represented by Amount in Row (11) 100%*
14			Type of Reporting Person PN
*	Based on one Ordinary Share outstanding immediately following the consummation of the Merger.

 

Page 5

 

 

CUSIP No. G45667105

1			Name of Reporting Persons Skyline Automation Technologies L.P.
2			Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3			SEC Use Only
4			Source of Funds AF
5			Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6			Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7		Sole Voting Power 0
					8		Shared Voting Power 1
					9		Sole Dispositive Power 0
					10		Shared Dispositive Power 1
11			Aggregate Amount Beneficially Owned by Each Reporting Person 1
12			Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13			Percent of Class Represented by Amount in Row (11) 100%*
14			Type of Reporting Person PN
*	Based on one Ordinary Share outstanding immediately following the consummation of the Merger.

 

Page 6

 

 

CUSIP No. G45667105

1			Name of Reporting Persons Advanced Technology (Cayman) Limited
2			Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3			SEC Use Only
4			Source of Funds WC
5			Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6			Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7		Sole Voting Power 0
					8		Shared Voting Power 1
					9		Sole Dispositive Power 0
					10		Shared Dispositive Power 1
11			Aggregate Amount Beneficially Owned by Each Reporting Person 1
12			Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13			Percent of Class Represented by Amount in Row (11) 100%*
14			Type of Reporting Person CO
*	Based on one Ordinary Share outstanding immediately following the consummation of the Merger.

 

Page 7

 

 

EXPLANATORY NOTE

 

This Amendment No. 9 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2023 (the “Original Schedule 13D” and, as amended by Amendment No. 1 filed with the SEC on November 24, 2023, Amendment No. 2 filed with the SEC on December 13, 2023 (“Amendment No. 2”), Amendment No. 3 filed with the SEC on January 2, 2024, Amendment No. 4 filed with the SEC on February 5, 2024, Amendment No. 5 filed with the SEC on February 9, 2024, Amendment No. 6 filed with the SEC on July 1, 2024, Amendment No. 7 filed with the SEC on July 12, 2024, Amendment No. 8 filed with the SEC on July 19, 2024 and this Schedule 13D Amendment, the “Schedule 13D”) is being filed by Mr. Liang Meng, Ascendent Capital Partners III GP Limited (“GPGP”), Ascendent Capital Partners III GP, L.P. (“GPLP”), Ascendent Capital Partners III, L.P. (“ACP III”), Skyline Automation Technologies L.P. (“Superior Fund”) and Advanced Technology (Cayman) Limited (“Advanced Technology” and, together with Mr. Meng, GPGP, GPLP, ACP III and Superior Fund, the “Reporting Persons”), with respect to Ordinary Shares, $0.001 par value per share (the “Ordinary Shares”), of Hollysys Automation Technologies Ltd., a company organized under the laws of the British Virgin Islands (the “Issuer”).

 

The Reporting Persons are filing this Schedule 13D Amendment in connection with the consummation of the Merger pursuant to the Merger Agreement (as defined in Amendment No. 2).

 

Other than as set forth below, all Items in the Original Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Original Schedule 13D.

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

 

On July 25, 2024, pursuant to the terms of the Merger Agreement, Superior Technologies Mergersub Limited (“Merger Sub”) merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Superior Technologies Holding Limited (“Parent”). As a result of the Merger, (a) each Ordinary Share issued and outstanding immediately prior to the effective time of the Merger was cancelled in exchange for the right to receive US$26.50 per Ordinary Share in cash without interest (the “Per Share Merger Consideration”), except for (i) the Excluded Shares, as defined in the Merger Agreement, which includes Ordinary Shares held by Parent or any direct or indirect subsidiary of Parent and Ordinary Shares owned by the Issuer as treasury shares or by any direct or indirect subsidiary of the Issuer, (ii) Ordinary Shares in respect of which the holder thereof duly and validly exercised a right of dissent in accordance with Section 179 of the BVI Business Companies Act (the “BVI Act”) and did not effectively waive, withdraw, forfeit, fail to perfect or otherwise lose its rights to dissent from the Merger (the “Dissenting Shares”) and (iii) outstanding awards of restricted Ordinary Shares issued by the Issuer pursuant to the Issuer’s share plan that are subject to transfer and other restrictions which lapse upon the vesting of such awards (“Company Restricted Share Awards”), (b) the Excluded Shares were cancelled and extinguished, (c) the Dissenting Shares were cancelled and ceased to exist or be outstanding, and each dissenting shareholder ceased to be a shareholder and ceased to have any rights as a shareholder (including any right to receive Per Share Merger Consideration), subject to and except for the right to receive the payment of the fair value of such Dissenting Shares held by them determined in accordance with Section 179 of the BVI Act, (d) the Company Restricted Share Awards and the Company Options (as defined in Amendment No. 2) were treated as described in Amendment No. 2 and (e) each ordinary share of Merger Sub was converted into and became one validly issued and fully paid Ordinary Share, which constitutes the only issued and outstanding Ordinary Share following the consummation of the Merger.

 

In connection with the consummation of the Merger, the Ordinary Shares were delisted from the Nasdaq Global Select Market, and the Issuer intends to file a Form 15 with the SEC to terminate the registration of the Ordinary Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended, within 10 days following the consummation of the Merger.

 

In connection with the consummation of the Merger, on July 25, 2024, the Issuer and Ascendent Capital Partners, an affiliate of the Reporting Persons, issued a joint press release (the “Press Release”) announcing the consummation of the Merger.

 

The foregoing description of the Press Release is a summary only and is qualified in its entirety by reference to the Press Release attached hereto as Exhibit 99.17, which is incorporated herein by reference.

 

Page 8

 

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated by the following:

 

The information set forth in Items 2 and 3 of this Schedule 13D is incorporated herein by reference.

 

(a) – (b)

The information on Items 7 to 11 and 13 on the cover pages of this Schedule 13D is incorporated by reference herein. The percentage set forth in row 13 is based on one Ordinary Share outstanding immediately following the consummation of the Merger.   As a result of the relationships described in Item 2, each of the Reporting Persons may be deemed to share beneficial ownership of and the power to vote or direct the vote of and to dispose or direct the disposition of the securities reported herein.

 

(c)

Except as otherwise disclosed herein, including the transactions in connection with the consummation of the Merger described in Item 4 of this Schedule 13D Amendment, during the past 60 days none of the Reporting Persons nor the persons listed in Appendix A to the Original Schedule 13D have effected any transactions in the Ordinary Shares.

 

(d)	Not applicable.

 

(e)	Not applicable.

 

Item 7.

Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:

 

Exhibit Number		Description
99.17		Joint Press Release of Issuer and Ascendent Capital Partners, dated July 25, 2024

 

Page 9

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 25, 2024

 

	Liang Meng
	/s/ Liang Meng
	Ascendent Capital Partners III GP Limited
	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director
	Ascendent Capital Partners III GP, L.P.
	By: Ascendent Capital Partners III GP Limited, its General Partner
	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director
	Ascendent Capital Partners III, L.P.
	By: Ascendent Capital Partners III GP, L.P., its General Partner
	By: Ascendent Capital Partners III GP Limited, its General Partner
	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director
	Skyline Automation Technologies L.P.
	By: Ascendent Capital Partners III GP, L.P., its General Partner
	By: Ascendent Capital Partners III GP Limited, its General Partner
	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director
	Advanced Technology (Cayman) Limited
	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director

 

 

 

 

Exhibit 99.17

 

Hollysys Announces Completion of Merger Transaction with Ascendent Capital Partners

·      Requests trading of its shares be suspended as of close of trading July 25, 2024

 

BEIJING, July 25, 2024 /PRNewswire/ -- Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) ("Hollysys" or the "Company") and Ascendent Capital Partners (“Ascendent”) today announced the completion of the merger (the “Merger”) between Hollysys and entities affiliated with Ascendent, pursuant to the previously announced agreement and plan of merger, dated as of December 11, 2023 (the “Merger Agreement”) among the Company, Superior Technologies Holding Limited (“Parent”) and its wholly-owned subsidiary Superior Technologies Mergersub Limited (“Merger Sub”).

 

Leon Meng, Founding Managing Partner and Chairman of Ascendent said: “We are delighted to complete the acquisition of Hollysys. We look forward to working constructively with the key management and employees of the Company to bring our vision to the business and create the best possible outcome for the staff and customers of Hollysys in the future.”

 

Dr. Kok Peng Teh, Chairman of the Special Committee of the Board of Directors of Hollysys, commented: “We are pleased that the Merger has successfully closed, delivering the best value for our shareholders despite the challenging environment. We believe that the Merger represents the best path forward for the Company, our management, employees and all other stakeholders.”

 

As a result of the Merger, the Company has become a wholly owned subsidiary of Parent and will cease to be a publicly traded company. The Company has requested that trading of its ordinary shares (the “Shares”) on the Nasdaq Global Select Market (“Nasdaq”) be suspended as of the close of trading on July 25, 2024 (New York time).

 

Pursuant to the terms of the Merger Agreement, which was approved by the Company’s shareholders at an extraordinary general meeting held on February 8, 2024, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), has been cancelled and ceased to exist in exchange for the right to receive US$26.5 per Share in cash without interest and net of any applicable withholding taxes, except for (a) Shares owned by the Company as treasury share, or by any direct or indirect subsidiary of the Company immediately prior to the Effective Time, which have been cancelled and ceased to exist without payment of any consideration, (b) Shares held by Parent or any direct or indirect subsidiary of Parent immediately prior to or at the Effective Time, which have been cancelled and ceased to exist without payment of any consideration, and (c) Shares in respect of which the holder thereof has duly and validly exercised a right of dissent in accordance with Section 179 of the BVI Business Companies Act (as amended) (the “BVI Act”) and not effectively waived, withdrawn, forfeited, failed to perfect or otherwise lost its rights to dissent from the Merger (the “Dissenting Shares”), which have been cancelled and ceased to exist in exchange for the right to receive only the payment of fair value of such Dissenting Shares determined in accordance with Section 179 of the BVI Act.

 

 

 

 

Each record holder of Shares as of immediately prior to the Effective Time who is entitled to the merger consideration will receive a letter of transmittal specifying how the delivery of the merger consideration will be effected and instructions for surrendering their Shares in exchange for the merger consideration. Record holders of Shares should wait to receive the letters of transmittal before surrendering their Shares. A holder of Shares held in “street name” by a broker, bank or other nominee should receive instructions from its broker, bank or other nominee as to how to receive the applicable merger consideration and should address any questions in relation thereto to its broker, bank or other nominee.

 

The Company has requested that Nasdaq file a Form 25 with the Securities and Exchange Commission (the “SEC”) notifying the SEC of the delisting of the Shares on Nasdaq and the deregistration of the Company’s registered securities. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in approximately ten days following the filing of the Form 25. The Company’s obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

 

Advisors

 

Deutsche Bank AG, Davis Polk & Wardwell, Mourant Ozannes (Hong Kong) LLP, and Haiwen & Partners are serving as advisors to Hollysys. Ascendent is advised by BNP Paribas Securities Corp, Morrison & Foerster LLP, Appleby and Zhong Lun Law Firm.

 

About Hollysys Automation Technologies Ltd.

 

Hollysys is a leading automation control system solutions provider in China, with overseas operations in eight other countries and regions throughout Asia. Leveraging its proprietary technology and deep industry know-how, Hollysys empowers its customers with enhanced operational safety, reliability, efficiency, and intelligence which are critical to their businesses. Hollysys derives its revenues mainly from providing integrated solutions for industrial automation and rail transportation. In industrial automation, Hollysys delivers the full spectrum of automation hardware, software, and services spanning field devices, control systems, enterprise manufacturing management and cloud-based applications. In rail transportation, Hollysys provides advanced signaling control and SCADA (Supervisory Control and Data Acquisition) systems for high-speed rail and urban rail (including subways). Founded in 1993, with technical expertise and innovation, Hollysys has grown from a research team specializing in automation control in the power industry into a group providing integrated automation control system solutions for customers in diverse industry verticals. As of June 30, 2023, Hollysys had cumulatively carried out more than 45,000 projects for approximately 23,000 customers in various sectors including power, petrochemical, high-speed rail, and urban rail, in which Hollysys has established leading market positions.

 

 

 

 

About Ascendent Capital Partners

 

Ascendent Capital Partners, headquartered in Hong Kong, is a private equity investment management firm managing assets for global institutional investors, including sovereign wealth funds, endowments, pensions and foundations.

 

Ascendent has successfully led and executed a large number of innovative and ground-breaking private equity investments, generating strong risk-adjusted returns for investors and business growth for our portfolio companies. Ascendent has established a consistent track record in providing advice and solution capital to entrepreneurs, business owners and management teams, building long-lasting relationships through in-depth collaboration. For additional information about Ascendent, please visit Ascendent’s website at www.ascendentcp.com.

 

Safe Harbor Statements

 

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are "forward-looking statements," including statements regarding the ability of the Company to achieve its commercial objectives; the business strategy, plans and objectives of the Company; growth in financial and operational performance of the Company; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "target," "confident," or similar expressions involve known and unknown risks and uncertainties. Such forward-looking statements, based upon the current beliefs and expectations of Hollysys' management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

 

 

 

 

Contact Information

 

Company Contact:

Hollysys Automation Technologies Ltd.

www.hollysys.com

[phone]

[e-mail]

 

Media Contacts:

 

For Hollysys Automation Technologies Ltd.

Brunswick Group

[e-mail]

 

Daniel Del Re (Hong Kong)

[e-mail]

[phone]

 

Libby Lloyd (New York)

[e-mail]

[phone]

 

For Ascendent Capital Partners

FGS Global

Ben Richardson (Hong Kong)

[e-mail]

[phone]

 

Harry Florry (Hong Kong)

[e-mail]

[phone]

 

John Christiansen (San Francisco)

[e-mail]

[phone]

 

 

 

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