AsiaInfo-Linkage Announces Deal to Be Bought for $12/Share in Cash

AsiaInfo-Linkage, Inc. ASIA, a leading provider of telecommunication software solutions and services in China and the largest Business Support System supplier to the telecommunications industry in Asia, and CITIC Capital Partners, the private equity arm of CITIC Capital Holdings Ltd. ("CITIC Capital Partners") announced today the signing of a definitive merger agreement under which AsiaInfo-Linkage will be acquired by a private investor consortium led by CITIC Capital Partners. Under the terms of the merger agreement, upon completion of the acquisition the stockholders of AsiaInfo-Linkage will receive US$12.00 in cash for each AsiaInfo-Linkage share of common stock they hold. This per share price values AsiaInfo-Linkage at approximately US$890 million, represents a 52% premium over the closing price on January 11, 2012, the last trading day prior to AsiaInfo-Linkage's receipt of a "going private" proposal from CITIC Capital Partners, and represents a 53% premium over the 30-trading day volume weighted average price as of the same date. AsiaInfo-Linkage's board of directors, acting upon the unanimous recommendation of a special committee of independent directors, has approved the merger agreement and resolved to recommend that AsiaInfo-Linkage's stockholders vote to adopt the merger agreement. The special committee, which is composed solely of independent directors that are not affiliated with any member of the buyer consortium or any member of AsiaInfo-Linkage's management, evaluated and negotiated the terms of the merger agreement. AsiaInfo-Linkage will call a meeting of its stockholders for the purpose of voting on the adoption of the merger agreement as soon as practicable. If completed, the acquisition will, under the laws of the State of Delaware, result in AsiaInfo-Linkage becoming a privately held company and AsiaInfo-Linkage's shares of common stock will no longer be listed on the NASDAQ Global Market. The acquisition is subject to other customary conditions, including receipt of required regulatory approvals, in addition to approval by AsiaInfo-Linkage's stockholders. The buyer consortium, led by CITIC Capital Partners and Edward Tian, co-founder and a significant stockholder of AsiaInfo-Linkage, and their respective affiliates, including CITIC PE and China Broadband Capital Partners II, L.P., will provide equity financing for the acquisition. Bank of Taiwan, Cathay United Bank, Co., LTD., ICBC International Capital Limited, Maybank Investment Bank Berhad, and Nomura International (Hong Kong) Limited have agreed as mandated lead arrangers to arrange a debt facility in the aggregate amount of US$330 million to provide debt financing for the acquisition. Davis Polk & Wardwell is acting as U.S. legal advisor to CITIC Capital Partners. Shearman & Sterling is acting as U.S. legal advisor to the special committee. Morgan Stanley is acting as lead financial advisor to CITIC Capital Partners, while Nomura International (Hong Kong) Limited and ICBC International Capital Limited are acting as co-advisors to CITIC Capital Partners. Goldman Sachs (Asia) L.L.C. is acting as financial advisor to the special committee. Skadden, Arps, Slate, Meagher & Flom LLP is acting as U.S. legal advisor to Edward Tian and China Broadband Capital Partners II, L.P. China Renaissance Holdings Limited is acting as financial advisor to Edward Tian. Fried, Frank, Harris, Shriver & Jacobson LLP is acting as U.S. legal advisor to Goldman Sachs (Asia) L.L.C.  For further information on this acquisition, please refer to AsiaInfo-Linkage's Form 8-K, which will be filed in connection with this acquisition.