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| ASIA > SEC Filings for ASIA > Form 8-K on 8-Apr-2009 | All Recent SEC Filings |
8-Apr-2009
Termination of a Material Definitive Agreement, Other Events
On April 3, 2009, AsiaInfo Holdings, Inc. (the "Company") entered into a Termination Agreement with CITIC Capital MB Investment Limited ("CITIC") and PacificInfo Limited ("PacificInfo") to effect the termination of that certain Strategic Investors' Agreement (the "Agreement"), dated as of November 29, 2006, by and among the Company, CITIC and PacificInfo. A copy of the Agreement was attached as Exhibit 10.1 to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2006. CITIC currently holds approximately 9.16% and PacificInfo currently holds approximately 5.09%, respectively, of the Company's outstanding shares of common stock. PacificInfo is wholly-owned by Mr. Edward Tian, a founder and stockholder of the Company and a member of its board of directors.
The Agreement was originally entered into in connection with CITIC's and PacificInfo's acquisition of outstanding common stock of the Company in 2006 from Warburg, Pincus Ventures L.P. and Warburg, Pincus Ventures International L.P. (collectively, "Warburg") in a privately negotiated transaction. The Agreement provided CITIC and PacificInfo with certain specified registration rights, provided transfer restrictions during a specified period on the shares CITIC and PacificInfo acquired from Warburg, provided CITIC with the right to nominate a member of the Company's board of directors, and provided the Company with a right of first offer to buy back the shares from CITIC or PacificInfo under certain circumstances. The Company has been engaged in ongoing discussions with CITIC regarding various alternatives for CITIC to sell its shares of Company stock, including a sale of the shares pursuant to a registered resale, the repurchase of the shares by the Company, and sales of the shares pursuant to Rule 144. Each of CITIC and PacificInfo have informed the Company that it does not currently wish to sell its shares pursuant to a registered resale transaction and the Company has informed CITIC and PacificInfo that it has determined not to repurchase the shares held by CITIC or PacificInfo at this time. The parties have therefore agreed to terminate the Agreement.
On April 8, 2009, the Company filed a request for withdrawal of its Registration Statement on Form S-3 filed on December 23, 2008. The Company desires to withdraw the Registration Statement because it no longer serves any purpose, since the selling stockholder named in the Registration Statement has agreed to terminate its rights under the Agreement.
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