China Grentech Corp (NASDAQ:GRRF)

SHENZHEN, China, January 20, 2012 /PRNewswire-Asia-FirstCall/ -- China GrenTech Corporation Limited (NASDAQ: GRRF, "GrenTech," or the "Company"), a leading China-based provider of radio frequency and wireless coverage products and services, today announced that it has entered into an amended and restated agreement and plan of merger with Talenthome Management Limited ("Parent") and Xing Sheng Corporation Limited ("Merger Sub") in order to amend certain provisions of the agreement and plan of merger among the parties entered into on January 12, 2012 (the "Original Merger Agreement," and as amended and restated, the "Merger Agreement"). Merger Sub is a wholly-owned subsidiary of Parent which is jointly owned indirectly by Mr. Yingjie Gao, the Company's Chairman and Chief Executive Officer ("Mr. Gao"), Ms. Rong Yu, the Company's Director and Chief Financial Officer, and Ms. Yin Huang (together, the "Buyer Group").

The amendments are being made to correct the inadvertent omission by the Company of 28,000,000 outstanding ordinary shares of the Company (the "Additional Shares") from the total number of issued and outstanding shares initially stated in the Original Merger Agreement. The amended number of total issued and outstanding shares stated in the Merger Agreement is 587,397,825 ordinary shares. In addition to the expected proceeds from the previously announced loan commitment in the amount of HK$320,000,000 from Guotai Junan Finance (Hong Kong) Limited which the Buyer Group intends to use to finance the merger and other transactions contemplated by the Merger Agreement, Mr. Gao has committed to unconditionally disburse US$3.45 million to Parent by way of a shareholder loan at the effective time of the merger pursuant to a promissory note executed and delivered on January 20, 2012 in favor of Parent to provide funds for the acquisition of the Additional Shares in the event the merger is approved by the Company's shareholders and the other closing conditions are satisfied. Mr. Gao's disbursement obligation under the promissory note is guaranteed by Guoren Industrial Developments Limited, a shareholder of the Company which is wholly owned by Mr. Gao. Except as provided above, the material terms and conditions of the Original Merger Agreement, including the merger consideration of US$0.126 per ordinary share and US$3.15 per American depositary shares, remain unchanged. The Company's Board of Directors, acting upon the unanimous recommendation of the Independent Committee formed by the Board of Directors, has approved the foregoing amendment and restatement of the Original Merger Agreement. Taking into account the Additional Shares, the Buyer Group collectively beneficially owns approximately 40.1% of the Company's issued and outstanding ordinary shares.

SHENZHEN, China, January 12, 2012 /PRNewswire-Asia-FirstCall/ -- China GrenTech Corporation Limited (NASDAQ: GRRF, "GrenTech," or the "Company"), a leading China-based provider of radio frequency and wireless coverage products and services, today announced that it has entered into an agreement and plan of merger (the "Merger Agreement") with Talenthome Management Limited ("Parent"), a British Virgin Islands exempted company, and Xing Sheng Corporation Limited ("Merger Sub"), a Cayman Islands exempted company wholly-owned by Parent. Parent is jointly owned indirectly by Mr. Yingjie Gao, the Company's Chairman and Chief Executive Officer, Ms. Rong Yu, the Company's Director and Chief Financial Officer, and Ms. Yin Huang (together, the "Buyer Group"). The Buyer Group collectively beneficially owns approximately 41.9% of the Company's issued and outstanding ordinary shares and intends to finance the merger and the other transactions contemplated by the Merger Agreement through proceeds from a loan facility in the amount of HK$320,000,000 from Guotai Junan Finance (Hong Kong) Limited.

Pursuant to the Merger Agreement, (i) upon the terms and subject to the conditions set forth therein, at the effective time of the merger, Merger Sub will be merged with and into the Company and the Company will become a wholly-owned subsidiary of Parent, and (ii) each ordinary share of the Company (including ordinary shares represented by American Depositary Shares ("ADSs"), each of which represents 25 ordinary shares) issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive US$0.126 (or US$3.15 per ADS) in cash without interest, except for the ordinary shares (including ordinary shares represented by ADSs) (x) beneficially owned by the Buyer Group, which will be cancelled without receiving any consideration, and (y) owned by holders of such ordinary shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended. This represents a 23.0% premium over the closing price as quoted by Bloomberg L.P. on November 11, 2011 and a 40.6% over the 60-trading day volume weighted average price as quoted by Bloomberg L.P. on November 11, 2011, the last trading day prior to the Company's announcement on November 14, 2011 that it had received a "going private" proposal.

SHENZHEN, China, November 14, 2011 /PRNewswire-Asia-FirstCall/ -- China GrenTech Corporation Limited (NASDAQ: GRRF, "GrenTech", or the "Company"), a leading China-based provider of radio frequency and wireless coverage products and services, today announced that its Board of Directors has received a proposal letter dated November 12, 2011 from its Chairman and Chief Executive Officer, Mr. Yingjie Gao ("Mr. Gao"), to acquire all of the outstanding shares of GrenTech not currently owned by Mr. Gao, certain members of the management and their affiliates in a going private transaction for $3.10 per American Depositary share ("ADS", each ADS representing 25 ordinary shares of the Company) in cash, subject to certain conditions.

Mr. Gao and his affiliates currently own approximately 32.39% of GrenTech's ordinary shares. According to the proposal letter, the acquisition is intended to be financed primarily through debt financing. The proposal letter states that Mr. Gao is in discussions with Guotai Junan Finance (Hong Kong) Limited ("Guotai Junan") about financing the proposed transaction and has received a "highly confident" letter from Guotai Junan. A copy of the text of the proposal letter is set forth below as Exhibit A.

GrenTech's Board of Directors has formed a special committee of independent directors (the "Independent Committee") consisting of three independent directors, Mr. Cuiming Shi, Mr. Gordon Tsang Hing Lun and Mr. Xiaohu You, to consider this proposal. The Independent Committee will retain a financial advisor and legal counsel to assist it in its work. The Board of Directors cautions the Company's shareholders and others considering trading in its securities that the Board just received the non-binding proposal from Mr. Gao and no decisions have been made by the Independent Committee with respect to GrenTech's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.