Tpv Technology Limited
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in TPV Technology Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. TPV TECHNOLOGY LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 903) (1) VERY SUBSTANTIAL ACQUISITION IN RELATION TO THE PROPOSED ACQUISITION OF PHILIPS TV BUSINESS IN EUROPE AND CERTAIN SOUTH AMERICAN COUNTRIES THROUGH A JOINT VENTURE WITH PHILIPS; (2) POSSIBLE VERY SUBSTANTIAL ACQUISITION IN RELATION TO THE PROPOSED GRANTING OF THE PHILIPS PUT OPTIONS; (3) CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE PROPOSED LICENSING OF THE PHILIPS TRADEMARKS AND THE PHILIPS SECONDARY TRADEMARKS; AND (4) CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE PROPOSED ENTERING INTO OF THE INTELLECTUAL PROPERTY AGREEMENT, THE AUXILIARY AGREEMENTS AND THE REVERSED AUXILIARY AGREEMENTS REGARDING THE JOINT VENTURE WITH PHILIPS Independent financial adviser to the Independent Board Committee and the Independent Shareholders SOMERLEY LIMITED A letter from the Independent Board Committee containing its recommendations in respect of the Continuing Connected Transactions (including the Annual Caps) to the Independent Shareholders is set out on pages 91 to 92 of this circular. A letter from Somerley, the independent financial adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 93 to 147 of this circular. A notice convening the SGM to be held at Unit 1208–16, 12/F, C-BONS International Center, 108 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Wednesday, 22 February 2012 at 3: 00 p.m. (the ‘‘SGM Notice’’)issetoutonpagesSGM-1toSGM-3ofthiscircular.A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM in person, you are requested to complete and return the form of proxy in accordance with the instructions set out in the SGM Notice. If your shares are registered with the Company’s Hong Kong share registrar, you should deposit your form of proxy at Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or the Company’sprincipal office in Hong Kong at Unit 1208–16, 12/F, C-BONS International Center, 108 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong. If your shares are registered with the Company’s Singapore share transfer office, you should deposit your form of proxy at Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, Singapore Land Tower #32-01, Singapore 048623 or the Company’s principal office in Hong Kong at the address stated above. The proxy form should be deposited as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the SGM in order to be valid. Completion of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof should you so wish. 23 December 2011 CONTENTS Page DEFINITIONS ................................................................. 1 LETTER FROM THE BOARD Introduction ................................................................ 19 TheProposedTransactions ................................................ 20 CorporateStructurebeforeandaftercompletion .......................... 80 The Existing Philips Transaction . ......................................... 81 InformationontheGroup ................................................. 83 Information on Philips ..................................................... 83 ReasonsforandbenefitsoftheProposedTransactions .................... 83 Financial effects of the Acquisition and the exercise of any of the Philips Put Options . ......................................... 85 FinancialandtradingprospectsoftheEnlargedGroup ................... 86 ListingRulesimplications ................................................. 87 IndependentBoardCommittee ............................................. 88 TheSGM ................................................................... 88 Recommendations .......................................................... 89 Additionalinformation .................................................... 89 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ................ 91 LETTER FROM SOMERLEY ................................................... 93 – i – CONTENTS Page APPENDIX I — FINANCIAL INFORMATION OF THE GROUP .......... I-1 APPENDIX II — ACCOUNTANT’S REPORT ON THE PHILIPS BUSINESS ...................................... II-1 APPENDIX III — UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP ......... III-1 APPENDIX IV — MANAGEMENT DISCUSSION AND ANALYSIS AND OTHER FINANCIAL INFORMATION OF THE ENLARGED GROUP ........................... IV-1 APPENDIX V — GENERAL INFORMATION ............................... V-1 NOTICE OF THE SGM ........................................................ SGM-1 – ii – DEFINITIONS In this circular, the following expressions have the meanings set out below unless the context otherwise requires: ‘‘2010 Trademark : an agreement dated 29 September 2010 entered License Agreement’’ into between Philips, AOC and the Company for granting to AOC and its affiliates an exclusive right and license to use the certain Philips trademarks on certain TVs and related promotional materials in the PRC ‘‘3D Patents’’ : patents that enable an auto-stereoscopic three- dimensional viewing experience (glasses-free three-dimensional) ‘‘Acquisition’’ : the proposed acquisition by MMD of a 70% equity interest in JVCo from Philips pursuant to the terms and conditions of the Sale and Purchase Agreement ‘‘acting in concert’’ : has the meaning ascribed to it under the Takeovers Code ‘‘Annual Cap(s)’’ : the maximum annual aggregate value(s) for the Continuing Connected Transactions for the period from the date of Completion to 31 December of various years as set out in this circular ‘‘AOC’’ : AOC Holdings Limited, a wholly-owned subsidiary of the Company ‘‘Argentina JV’’ : Fabrica Austral de Productos Eléctricos S.A., a company incorporated in Argentina, which will be owned as to 63.4% by JVCo and 36.6% by Philips Argentina immediately upon Completion (subject to adjustment) ‘‘Argentina JV : the agreement to be entered into at Completion Shareholders among JVCo, Philips Argentina S.A., the Agreement’’ Argentina JV and Philips in respect of, among other things, the relationship of the shareholders of the Argentina JV – 1 – DEFINITIONS ‘‘Argentina Non-TV continuing transactions between Argentina JV Transactions’’ and Philips relating to the non-TV business unit of Argentina JV, the details of which are set out in sub-paragraph headed ‘‘Argentina Non-TV Transactions’’ under the section headed ‘‘(III) The entering into of the Argentina JV Shareholders Agreement’’ ‘‘associate(s)’’ : has the meaning ascribed to it under the Listing Rules ‘‘Assumed Employees’’ : those persons proposed to be employed by the JV Group at Completion pursuant to the Disentanglement ‘‘Auxiliary Agreements’’ : collectively, the Transitional Services Agreement, the IT Transitional Service Level Agreement and the Remote Control Sale Agreement ‘‘Board’’ : the board of Directors ‘‘Brazil Lease : an agreement to be entered into at Completion Agreement’’ between TP Vision Indústria Eletrônica Ltda., a wholly-owned of JVCo, and Philips Do Brasil Ltda., which is ultimately owned by Philips, in respect of the lease by TP Vision Indústria Eletrônica Ltda. to Philips Do Brasil Ltda. of a property in Brazil ‘‘Bridge Facility’’ : the revolving facility in the amount of EUR100 million (equivalent to approximately US$140 million) to be provided by Philips (or its nominee) to JVCo at Completion ‘‘CEC’’ : China Electronic Corporation, a state-owned company incorporated in the PRC, being the ultimate parent of the Company ‘‘CEC Group’’ : CEC and its subsidiaries from time to time ‘‘CKD’’ : complete knock down assembly kit ‘‘Completion’’ : completion of the Acquisition ‘‘Completion Date’’ :dateofCompletion – 2 – DEFINITIONS ‘‘Company’’ or ‘‘TPV’’ : TPV Technology Limited, a company incorporated in Bermuda with limited liability, the shares of which are primarily listed on the main board of the Hong Kong Stock Exchange and secondarily listed on the Singapore Stock Exchange ‘‘Continuing Connected : the Trademark License Agreement, the Transactions’’ Secondary Trademark License Agreement, the Intellectual Property Agreement, the Auxiliary Agreements, the Reversed Auxiliary Agreements and the transactions contemplated thereunder ‘‘connected person(s)’’ : has the meaning ascribed to it under the Listing Rules ‘‘Consumer Care’’ : the after sales service and support as set out in the Trademark License Agreement ‘‘Deferred Purchase