Vimicro Agrees For Going Private Transaction

(RTTNews) - Vimicro International Corp (VIMC), a video surveillance technology and solution provider in China, on Tuesday announced that it has entered into a definitive Agreement and Plan of Merger with Vimicro China (Parent) Ltd ("Parent") and Vimicro China Acquisition Ltd ("Merger Sub"), pursuant to which Parent will acquire Vimicro for US$3.375 per ordinary share of the company or US$13.50 per American depositary share, each representing four Shares (an "ADS").

This amount represents a premium of 9.5% over the company's closing price of US$12.33 per ADS on June 19, the last trading day prior to June 22, the date that the company announced that it had received a "going-private" proposal, and a premium of 15.4% to the volume-weighted average closing prices of the company's ADSs during the 90 trading days prior to June 22.

Immediately after the completion of the transaction, Parent will be ultimately beneficially owned by Zhonghan (John) Deng, founder, chairman and chief executive officer of the company, Zhaowei (Kevin) Jin, co-chief executive officer and a board member of the Company, Xiaodong (Dave) Yang and Shengda Zan (collectively, the "Buyer Group").

To date, the Buyer Group beneficially owns, in the aggregate, approximately 41% of the outstanding Shares (excluding outstanding options of the Company).

The company's board of directors (the "Board"), acting upon the unanimous recommendation of a special committee of the Board (the "Special Committee"), approved the Merger Agreement and the Transaction and resolved to recommend that the company's shareholders vote to authorize and approve the Merger Agreement and the Transaction.