Exceed declares extraordinary shareholders general meeting

27 Jun '14

3 min read

Exceed Company Ltd., one of the leading domestic sportswear brands in China, announced that it has received updated information regarding the availability of the financing contemplated to be received by Mr. Shuipan Lin ("Mr. Lin"), the Company's Chairman and Chief Executive Officer, in order to fund the consideration payable pursuant to the proposed Agreement and Plan of Merger (the "Merger Agreement"), dated December 2, 2013, by and among the Company, Pan Long Company Limited ("Parent"), an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly owned by Mr. Lin, and Pan Long Investment Holdings Limited, a wholly owned subsidiary of Parent.

On April 16, 2014, the Company adjourned the extraordinary general meeting of shareholders that was called to authorize and approve the Merger Agreement. The board of directors of the Company determined that the adjournment was in the best interests of its shareholders because Mr. Lin had advised the Company that he required additional time to obtain the contemplated financing for the proposed transaction, which he anticipated receiving by May 31, 2014.

On June 3, 2014, the Company issued a press release announcing that Mr. Lin anticipated needing additional time to obtain the contemplated financing for the merger, which he anticipated receiving by June 20, 2014, and that two of the Rollover Shareholders named in the proxy statement had agreed to invest an aggregate of US$5 million in the Parent in order to fund a portion of the transaction consideration.

Mr. Lin has provided the Company with the following additional updates:

US$5 million will be deposited in the Parent's account outside of the People's Republic of China on or about June 27, 2014.

An additional US$5 million will be deposited in the Parent's account outside of the People's Republic of China on or about July 2, 2014; and The remaining approximately US$5 million of the contemplated financing is expected to be available by mid-July.

Mr. Lin has also agreed to deliver an irrevocable undertaking to the bank to the effect that any cash deposits made to the Parent's account cannot be withdrawn except with the consent of the Company.

The Company also announced that its extraordinary general meeting of shareholders that was previously adjourned will be held on July 29, 2014 at 10:00 am in Hong Kong. At the extraordinary general meeting, shareholders will consider and vote on the proposal to authorize and approve the Merger Agreement.

The record date of the extraordinary general meeting has not been changed. As a result, our shareholders of record as of the close of business in the British Virgin Islands on March 21, 2014 will remain entitled to vote at the extraordinary general meeting. Shareholders who have previously submitted their proxies and who do not want to change their votes, need not take any action and their proxies will be counted according to their previous votes or instructions. Shareholders who have previously submitted their proxies and who want to change their votes should follow the instructions in the proxy materials.

Exceed Company Ltd

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