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I talked a little bit about CMM, but here is a breakdown of the WWIN go-private timeline. On April 2, 2012, the offer was made to buyout the remaining 26% of outstanding shares at 4.30 (see Form SC 13D filed with the SEC on that date). The price before the offer was 3.40, so a 26% premium (ended up a 32% premium since the offer went up later). The stock closed at 4 that day, up 17.6%, but drifts down to a low of 3.2 in June (lower than before the offer was announced and a 41% discount to the takeout price). On July 24, the BOD accepted the offer at 4.50, up .20 from the original offer (see 8K filed on 7/25), but shareholders still need to vote. At this point the stock has gradually moved to 4 and only goes up fractionally on 7/24. This is from that 8K:

The Board of Directors, acting upon the unanimous recommendation of a special committee of the Board of Directors comprised solely of independent and disinterested directors (the “ Special Committee ”), approved and adopted the Merger Agreement and has recommended that the Company’s stockholders vote to approve the Merger Agreement. The Special Committee negotiated the terms of the Merger Agreement with the assistance of William Blair & Company, L.L.C., which has provided an opinion to the effect that the consideration and other terms contained in the Merger Agreement are fair, from a financial perspective, to the Company’s stockholders (excluding Parent, Merger Sub and their Affiliates (as defined in the Merger Agreement), the Rollover Holders (as defined in the Merger Agreement) and the directors of the Company).

On 8/13, WWIN issued their proxy for the vote (see PREM14A filed that day). I found the following text interesting:

Approval of the merger agreement requires the affirmative vote (in person or by proxy) of holders of both (i) a majority of the outstanding shares of the Company common stock and (ii) a majority of the outstanding shares of the Company common stock not owned by Parent, Merger Sub, Mr. Jianquan Li or Ms. Ping Tse, the wife of Mr. Jianquan Li. Your vote is very important. Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by
telephone or the Internet. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. The failure to vote your shares of our common stock will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

If your shares of our common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of our common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of our common stock “FOR” the proposal to approve the merger agreement will have the same effect as voting “AGAINST” the proposal to approve the merger agreement.


From the above, it sounded like WWIN needed both a majority and a majority of the minority. The buying group has 74%, so the majority vote was not a problem. It also stated that not voting is considered a vote against the buy-out. This is good to know so for the YONG, I don’t even need to bother to vote my shares as I am obviously strongly opposed to the offer. WWIN’s stock has gradually moved from 4 to its current 4.46 price between July and now. I believe CMM did have a one day pop at a point after the offer, but WWIN’s price increase has been more steady.
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