Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 31, 2014

Date of Report (date of earliest event reported)

 

 

MONTAGE TECHNOLOGY GROUP LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands		001-36064		Not applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS. Employer Identification No.)

Room A1601, Technology Building, 900 Yi Shan Road

Xuhui District, Shanghai, 200233

People’s Republic of China

(Address of registrant’s principal executive offices, including zip code)

Tel: [phone]

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a) On July 31, 2014, Montage Technology Group Limited (the “Company”) held an extraordinary general meeting of the Company’s shareholders in Shanghai, China (the “Special Meeting”). The total number of shares present in person or by proxy was equal to approximately 66.55% of the total shares of the Company entitled to vote, thereby constituting a quorum for the purpose of the Special Meeting.

(b) At the Special Meeting, the Company’s shareholders approved the merger of a Cayman Islands exempted company to be incorporated as an indirect subsidiary of Shanghai Pudong Science and Technology Investment Co., Ltd. (“Parent”), with and into the Company, with the Company surviving, and the authorization and approval of the Agreement and Plan of Merger, dated June 11, 2014, by and between Parent and the Company, as it may be amended from time to time, and any and all transactions contemplated thereby (including, but not limited to, the plan of merger referred to in Section 233(3) of the Companies Law of the Cayman Islands (as amended) and the amendment and restatement of the Company’s memorandum and articles of association). Set forth below are the final voting tallies for the Special Meeting:

Proposal 1 — Approval of the Merger and Authorization and Approval of the Merger Agreement

 

For		Against		Abstain
18,650,071		106,157		11,882

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

99.1		Press Release dated August 1, 2014

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 1, 2014

 

		Montage Technology Group Limited
		/s/ Mark Voll
		Mark Voll
		Chief Financial Officer

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Exhibit Index

 

Exhibit Number		Exhibit Title
99.1		Press Release dated August 1, 2014

Exhibit 99.1

 

Montage Announces Shareholder Approval for Acquisition by Shanghai Pudong Science and

Technology Investment Co. Ltd.

SHANGHAI, China, AUGUST 1, 2014 – Montage Technology Group Limited (Nasdaq: MONT) (“Montage Technology” or “Montage” or the “Company”), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced the results of its extraordinary general meeting of shareholders (the “EGM”) held on July 31, 2014 in Shanghai, China. Shareholders voted to approve the Agreement and Plan of Merger, dated June 11, 2014 (the “Merger Agreement”), under which Shanghai Pudong Science and Technology Investment Co. Ltd. (“PDSTI”), a wholly state-owned limited liability company directly under Pudong New Area government of Shanghai, will acquire all of the outstanding ordinary shares of Montage for US$22.60 per ordinary share by way of a merger (the “Merger”).

At the EGM, shareholders constituting a valid quorum were present in person or by proxy and approved all of the resolutions proposed in the EGM notice, which included approval, by special resolution, of (1) the Merger, (2) the Merger Agreement and (3) any and all transactions (the “Transactions”) contemplated by the Merger Agreement (including, but not limited to, the plan of merger to be filed with the Registrar of Companies in the Cayman Islands to give effect to the Merger and the amendment and restatement of Montage’s Memorandum and Articles of Association). Approximately 66.55% of the outstanding shares of Montage voted at the EGM, with approximately 99.4% of such voted shares voting in favor of these resolutions. As such, each of the Merger, the Merger Agreement and the Transactions was duly approved by the Company’s shareholders.

Completion of the Merger remains subject to the satisfaction or waiver of other customary closing conditions set forth in the Merger Agreement, including the receipt of the required regulatory approvals described in the Merger Agreement.

About Montage Technology

Montage Technology is a global fabless provider of analog and mixed-signal semiconductor solutions currently addressing the home entertainment and cloud computing markets. In the home entertainment market, Montage’s technology platform enables the Company to design highly integrated end-to-end solutions with customized software for set-top boxes. These solutions optimize signal processing performance under demanding operating conditions typically found in emerging marketing environments. In the cloud computing market, Montage offers high performance, low power memory interface solutions that enable memory intensive server applications. Its technology platform approach allows Montage to provide integrated solutions that meet the expanding needs of customers through continuous innovation, efficient design and rapid product development. For more information regarding Montage please visit the Company’s website at www.montage-tech.com.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations, and are not strictly historical statements.

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Forward-looking statements can be identified by terminology such as “will”, “should”, “expects”, “anticipates”, “future”, “intends”, “plans”, “projects”, “predicts”, “believes”, “estimates”, “forecasts”, “may” and similar statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements inherently involve certain risks and uncertainties. Factors or risks that could cause our actual results to differ materially from the results are more fully described in our filings with the Securities and Exchange Commission, which are available through our website at www.montage-tech.com. Factors that relate to the proposed acquisition of Montage include the risk that we may not obtain regulatory approval of the transactions contemplated by the definitive agreement on the proposed terms and schedule; the risk that the transaction will impair our ability to maintain third party relationships following the announcement of the transaction; the risk that the parties may not be able to satisfy the conditions to closing of the transactions contemplated by the definitive agreement; and the risk that the transactions contemplated by the definitive agreement may not be completed in the time frame expected by the parties or at all. Other unknown or unpredictable factors could also affect our business, financial condition and results. Although we believe that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that any of the estimated or projected results will be realized. You should not place undue reliance on these forward-looking statements, which apply only as of the date hereof. Subsequent events and developments may cause our views to change. While we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so.

Company Contact:

Montage Technology

Mark Voll, CFO

P: 408-982-2780 or 86-21-6128-5678 x8618

E: [e-mail]

Investor Relations Contact:

Shelton Group

Leanne Sievers, EVP

P: 949-224-3874

E: [e-mail]

Matt Kreps, Managing Director

P: 972-239-5119 ext. 125

E: [e-mail]