Item 6 of the Schedule is hereby amended by the addition of the following information:
On December 16, 2015, Acquirer, Phicomm HK and the Sellers entered into a second amendment to the Purchase Agreement which provides that the closing of the purchase and sale of the remaining 6,739,932 Ordinary Shares to be purchased by Acquirer will take place on January 8, 2016. In the event the closing does not occur on that date and the Purchase Agreement is terminated, a termination fee or a reverse termination fee may be payable, as provided in the Purchase Agreement.
The foregoing descriptions of certain terms of the second amendment to the Purchase Agreement in this Item 6 is not complete and is qualified in its entirety by reference to the full text of such agreement, which is an exhibit to this Schedule 13D and is hereby incorporated by reference into this Item 6. See Item 7.
The following document is filed as an exhibit to this Schedule 13D (Amendment No. 1):
On November 4, 2015, the Shah Parties and the Lu Parties entered into a Purchase and Sale Agreement (the “Agreement”) with The Smart Soho International Limited (“Smart Soho”) setting out certain terms of a transaction for the sale of 11,739,932 Ordinary Shares held by the Shah Parties and the Lu Parties to Smart Soho at a price of US$6.00 (the “Transaction”), subject to certain closing conditions. The closing of the payment of a first tranche of 91.67% of the aggregate consideration shall take place as soon as practicable as agreed among the parties, but in no event later than December 4, 2015, and the closing of payment of a second tranche of 8.33% of the aggregate consideration shall take place as soon as practicable after the first payment, but in no event later than January 8, 2016. The Agreement provides for a reverse termination fee of US$3.0 million payable by Smart Soho to the Shah Parties and the release of US$1.0 million deposited in an escrow account to the Shah Parties under certain conditions, and a termination fee of US$4.0 million payable by the Shah Parties and the Lu Parties to Smart Soho under certain conditions. The Agreement also contains conditions which, if satisfied, would enable Smart Soho to designate a majority of the Board of Directors of the Company.
$UT斯达康(UTSI)$ 以每股六块大笔交易。上升空间巨大