SHENZHEN, China, September 14, 2011 /PRNewswire-Asia/ -- China Security & Surveillance Technology, Inc. ("CSST" or the "Company") (NYSE:CSR), a leading integrated surveillance and safety solutions provider in the P.R.C., today announced that, at the annual meeting of CSST stockholders held earlier today, the Company's stockholders voted, among other things, in favor of the proposal to adopt the previously announced Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 3, 2011, by and among Rightmark Holdings Limited, a British Virgin Islands company ("Parent"), Rightmark Merger Sub Limited, a Delaware corporation and a wholly owned, direct subsidiary of Parent ("Merger Sub"), the Company and Mr. Guoshen Tu (solely for the purpose of Section 6.15 of the Merger Agreement), pursuant to which Merger Sub will be merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent. Approximately 84.98% of the Company's total outstanding shares of common stock voted in person or by proxy at today's annual meeting. Approximately 69.31% of the shares outstanding were voted in favor of the proposal to adopt the Merger Agreement. The proposal to adopt the Merger Agreement was also approved by approximately 59.91% of the shares of common stock outstanding held by unaffiliated stockholders, satisfying the "majority of the minority" voting requirement set forth in the Merger Agreement.
The parties currently expect to complete the merger in September 2011, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. If completed, the proposed merger would result in the Company becoming a privately held company and its common stock would no longer be listed on the New York Stock Exchange.
SHENZHEN, China, July 25, 2011 /PRNewswire-Asia/ --
"We just completed a quarter where the results of important strategic decisions were reflected in a gross margin expansion and a positive cash flow," said Mr. Guoshen Tu, Chairman and Chief Executive Officer of CSST. "Although our revenues were impacted by the structural change in our customer mix, we continue to see growth opportunities in the surveillance and safety industry in China, with favorable government support, as well as great potential in the security services segment. Large-scale projects and our proven execution and service capabilities continue to strengthen our competitive position in China."
Financial Outlook
"Mainland surveillance and safety industry growth opportunities continue to be robust, and CSST is strongly positioned to lead in this new era," said Mr. Tu. "Looking ahead, we are confident that we are able to continue to build on our strengths and accelerate the growth of our Company in 2011."
SHENZHEN, China, May 19, 2011 /PRNewswire-Asia/ -- China Security & Surveillance Technology, Inc. ("CSST" or the "Company") (NYSE: CSR; NASDAQ Dubai: CSR), a leading integrated surveillance and safety solutions provider in the P.R.C., today announced that the Company had notified NASDAQ Dubai Limited ("NASDAQ Dubai") in writing its intention to voluntarily delist its securities from the Official List of NASDAQ Dubai effective at the close of trading on July 18, 2011. An application has also been made for immediate suspension of listing until such time as the delisting of its common stock on NASDAQ Dubai becomes effective. Under Section 40.3 of the Listing Rules of NASDAQ Dubai, an issuer with a primary listing on another exchange may voluntarily withdraw its securities from secondary listing on NASDAQ Dubai if it gives NASDAQ Dubai at least sixty (60) calendar days' advance written notice.
The decision to apply to voluntarily delist and to apply to suspend listing from NASDAQ Dubai was made by the Company's Board of Directors (the "Board") having regard to market conditions and the announcement made by the Company on May 3, 2011. The Board unanimously determined that the proposed delisting and suspension of listing were in the best interests of the Company and its stockholders. The Company's common stock has been secondarily listed at NASDAQ Dubai since October 2008. After the effectiveness of a delisting from NASDAQ Dubai, the Company's common stock will continue to be listed on its primary market, the New York Stock Exchange.
The Board believes that a delisting from NASDAQ Dubai and preceding suspension of listing of the Company's common stock on NASDAQ Dubai will not have a material impact on the Company's stockholders, its current relationships with employees, customers or suppliers, or its existing financing arrangements.
First Quarter 2011 Results:
"We just completed a quarter with encouraging margins expansion and a positive cash flow," said Mr. Guoshen Tu, Chairman and Chief Executive Officer of CSST. "Despite the seasonality impacts on our revenues, we continue to look into growth opportunities in safety and surveillance industry in China, with a particular focus on large-scale government projects and security service business. These continue to be our growth platforms as we maintain our market leadership in China."
"Our long-term future remains bright. We made the decision to concentrate CSST's strategic focus on the opportunities we saw flowing from large-scale government projects and security service business. Under the newly issued 12th five-year plan on security industry and the central government's spending plan in 2011, which landed a large increase of the government Safe City and E-city projects spending, we saw tremendous opportunities in the horizon," said Mr. Tu. "Looking ahead, we are confident that we are ready to capitalize on our solid fundamentals, market leadership and disciplined cost control strategy to accelerate the growth of our Company in 2011."
China Security & Surveillance Technology, Inc. today announced that its Board of Directors has received a non-binding proposal letter from its Chairman and Chief Executive Officer, Mr. Guoshen Tu ("Mr. Tu"), for Mr. Tu to acquire all of the outstanding shares of the Company’s common stock not currently owned by Mr. Tu, certain members of the management and their affiliated entities, in a going private transaction for $6.50 per share in cash subject to certain conditions. According to the proposal letter, the acquisition is intended to be financed with a combination of debt and equity capital to be secured by Mr. Tu. Mr. Tu currently beneficially owns approximately 20.9% of CSST’s common stock. A copy of the text of Mr. Tu’s proposal letter is set forth at the end of this press release.
As previously disclosed, CSST’s Board of Directors has formed a special committee consisting solely of independent directors (the "Special Committee") to consider, among other things, any proposal made by Mr. Tu, and the Special Committee has retained Nomura International (Hong Kong) Limited as its financial advisor and Shearman & Sterling LLP as its legal advisor to assist the Special Committee in its work. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that a transaction with Mr. Tu or any other transaction will be approved or consummated. The Company does not intend to disclose developments regarding these matters unless and until its Board of Directors determines there is a need to update the market.
Fourth Quarter Highlights:
For the full year 2011, CSST reaffirms its
"We aim to take our business to the next level in 2011," Mr. Tu said. "We're seeing continuing growth in industry demand in China. We have built and scaled solid growth platforms for the future. Our installation business is positioned for growth from future wins of large-scale government contracts and we also expect growth in our service business. CSST has led the surveillance and safety industry in China and we are well positioned to drive the industry's next waves of innovation and growth."
China Security & Surveillance Technology, Inc., today announced that its Board of Directors has received a preliminary, non-binding letter from its Chairman and Chief Executive Officer, Mr. Guoshen Tu ("Mr. Tu"), which stated that Mr. Tu is considering the feasibility of developing a proposal to acquire all of the outstanding shares of common stock of CSST not currently owned by Mr. Tu in a going private transaction. Mr. Tu stated in the letter that "the amount of the purchase price has not been determined, but my firm expectation is that it will not exceed $6.50 per share." Mr. Tu currently beneficially owns approximately 20.9% of CSST’s common stock.
CSST’s Board of Directors intends to form a special committee of independent directors (the "Special Committee") to consider Mr. Tu’s interest and any proposal made by him, and the Special Committee will be authorized to retain independent legal and financial advisors to assist it. There can be no assurance that any proposal for a transaction will be made, that any agreement will be approved or executed or that any transaction will be consummated.
Third-quarter highlights:
"We delivered another strong quarter, with improved revenue trends, continued double-digit earnings growth and significant margin expansion. These results add to our confidence in the future," said Mr. Guoshen Tu, Chairman and Chief Executive Officer of CSST.
"We continue to see positive signs of growth in large-scale government contracts, which speaks to our unparalleled one-stop solutions and our leadership in this area. Our service business also continues to garner favorable response from the customers. I am excited by the opportunities ahead."
"Surveillance and safety solutions have become ever more important to corporate and government bodies in China. This has generated unprecedented opportunities for CSST to reap the returns on our investments in recent years," said Mr. Tu. "CSST's established presence and network in China creates the underpinnings for surveillance and safety solutions that allow customers to protect their own assets. We've extended our established strengths in this space with a keen focus on the large-scale government projects and security service segment. We continue to deliver on our commitment to provide customers with the capabilities and solutions they need."
As a result of the strong momentum in higher margin large-scale government contracts in China, the Company anticipates that these projects will take a longer time to complete, hence impacting the revenue trends in the fiscal year of 2010. The Company revises its revenue projection to the range of $730 million to $750 million, representing a year-over-year growth of 26% to 29%. Diluted earnings per share is projected to be in the range of $1.02 to $1.04, based on an average share count on fully-diluted basis of approximately 90 million.
In consideration of its strong backlog and improved margins mostly driven by installation projects in the government sector, the Company projects that 2011 revenue will be in the range of $870 million to $890 million, and net income will be in the range of $104 million to $106 million. EPS will be approximately $1.13 to $1.15.
"Despite the continuing challenges of relatively longer time to realize the revenues from large-scale government contracts, we believe that our leap into this high-margin business fits perfectly well with the Company's overall direction," said Mr. Tu. "We have already established sound financial facilities with local banks and expect to have sufficient working capital to fund our growth. Our job is to continue to execute and to deliver financial results for shareholders in the long run. This is the area where we will continue to focus on going forward."
GeoTeam® Note: Guidance is below analyst estimates.
"Underneath the terrific industry demand for surveillance and safety products and services in China, we're optimistic about CSST's prospect to continue to lead the industry in China," said Mr. Tu. "We believe our market leadership extends across the industry's broadest portfolio of products and services in China. Our scale and reach in China will provide meaningful and sustainable competitive advantages for us to capitalize on in the years ahead. Together with our sharp focus on high-growth initiatives, we have a tremendous set of assets and an impressive record in terms of executing and delivering on targets. I am very confident in our ability to deliver strong results in 2010."
For the full year 2010, the Company reaffirms its revenue projection of $830 to $850 million. The Company also reaffirms diluted EPS projection of $1.12 to $1.16, based on an average share count on fully diluted basis of approximately 90 million.
Mr. Tu concluded, "Reflecting our forecast of considerable revenue growth for full year 2010, we continue to see strong demand for Safe City products and services. Through the combination of our leading brand, distribution, expertise, and total solution offerings, we are confident that we can continue to gain a greater share of our core surveillance and safety market. We are also beginning to see strong growth in our services business, highlighted by our recent E-city project wins which included not only surveillance and safety offerings but also other broader digital infrastructure offerings. With our improved capital structure and the continued strong demand for our products and services, we believe we are well positioned for sustained growth, as we strive to build greater long term value for our supportive shareholders."
$1.15 to $1.20
$0.95 to $0.98
Full Year 2008
Source: See Release
a Please note that the GeoTeam® non-GAAP calculation differs from the company's. The company adds back depreciation and amortization along with other non-cash items and subtracts one time gains to net income to derive a non-GAAP net income figure. The GeoTeam® generally prefers not to add back depreciation and amortization to derive a non-GAAP net income figure.
b For valuation purposes, The GeoTeam® prefers to adjust EPS to reflect a standard United States tax rate of 36%
Mr. Tu concluded, 'For the remainder of 2009, we remain steadfast on expanding our market leadership and achieving greater internal efficiencies. We will continue to capture new business opportunities driven by robust demand for our integrated security solutions in China and abroad, and at the same time proactively manage our cost structure. We will also continue to expand our scope along our natural evolutionary path, as our recent strategic acquisitions further augment our recurring revenue base. Supported by our unparalleled leadership position in China and our integrated strengths built over the years, we believe CSST can achieve sustained growth and build greater long-term value for our supportive shareholders.'
China Security has reaffirmed its previously issued 2009 financial guidance.
Source: PR Newswire (July 28, 2009)
a CSR is not paying a full U.S. tax rate. Therefore, all EPS numbers have been adjusted by the GeoTeam® to reflect a standard U.S. tax rate of 36%. All EPS numbers are non-GAAP.b Please note that the GeoTeam® non-GAAP calculation differs from the company's. The company adds back depreciation and amortization along with other non-cash items and subtracts one time gains to net income to derive a non-GAAP net income figure. The GeoTeam® generally prefers not to add back depreciation and amortization to derive a non-GAAP net income figure.
Short-Term Valuation Scenarios
'For the remainder of 2009, we intend to sustain our current momentum and aim to achieve greater synergies across our portfolio of technologies, products, and subsidiaries by focusing on greater cross-selling and cross-development throughout our organization. Even in the context of a slower global economy, we continue to see a growing pipeline of large projects from our core corporate and government customers. Our optimism is supported by our unparalleled product and services offering, our unmatched nationwide distribution, and our leading brand. We believe that our integrated strengths will allow us to expand our market share and help us to capture new markets.'
b Please note that the GeoTeam® non-GAAP calculation differs from the company's. The company adds back depreciation and amortization along with other non-cash items and one time gains to net income to derive a non-GAAP net income figure. The GeoTeam® generally prefers not to add back depreciation and amortization to derive a non-GAAP net income figure. The company's reported non-GAAP EPS figure were
CSR debt to equity ratio currently stands at 49%. The GeoTeam® prefers that a company's debt to equity ratio be under 20%.
Institutional ownership for CSR stands at about 30%. The GeoTeam® prefers that a company's Institutional ownership be under 20%.
Guidance Report:
Mr. Guo Shen Tu, Chief Executive Officer of China Security, commented, ''In the fourth quarter, we continued to see significant demand from government Safe-City contracts, and we continue to have excellent success in winning ever larger contracts, due to our strong brand and comprehensive product and services offerings. While our pricing and profitability remain firm in the government sector, we nevertheless experienced price erosions in our corporate segment, due to higher emphasis on cost controls by many of our corporate customers. As such, while we continue to project healthy demand and revenue growth over the next 12 months, we are focused on further integrating our operations and generating greater synergies across our portfolio of technologies, products, and subsidiaries. We are also focused on increasing our manufacturing and administrative efficiencies through targeted cost savings initiatives.''
Full Year Fiscal 2009 Guidance Ending December
*EPS Figures exclude non-operating gains and losses. Non-GAAP information should not be viewed in isolation or as a substitute for reported, or GAAP information.For a more complete explanation of the company's definition of non-GAAP please refer to their Fourth Quarter financial press release.
Source: PR Newswire (March 5, 2009)
Security/Protection/Parental Controls
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