By VCPOST Staff Reporter

Dec 02, 2013 10:15 AM EST

Exceed Company Ltd.(NASDAQ: EDS), one of the leading domestic sportswear brands in  China, today announced that it has entered into a definitive Agreement and Plan of Merger with Pan Long Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly owned by Mr.Shuipan Lin, the company's Chairman and Chief Executive Officer, and Pan Long Investment Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Pan Long Company, pursuant to which Pan Long Company will acquire Exceed Company for US$1.78  per ordinary share. 

This represents a 19.5% premium over the closing price of  US$1.49  on  August16, 2013, the last trading day prior to the Exceed's announcement on  August19, 2013  that it had received a "going private" proposal, and a 24.4% premium over the volume-weighted average closing price of the Exceed's shares during the 30 trading days prior to  August 16, 2013.  The consideration to be paid to holders of Shares implies an equity value for the Exceed of approximately US$60.1 million, on a fully diluted basis.

Upon consummation of the transactions contemplated under the Merger Agreement, Pan Long Company will be beneficially owned by Mr. Lin, together with seven existing shareholders of the Exceed who have elected to transfer, prior to the closing, their Shares to Pan Long Company in exchange for newly issued shares of Pan Long Company. 

Pan Long Company has received from Mr. Lin an equity commitment letter, pursuant to which Mr. Lin has committed to subscribe for ordinary shares in Pan Long in the amount of  US$19,545,858  subject to adjustment in certain cases.  Mr. Lin has also entered into a limited guarantee in favor of Exceed Company.

The Merger, which is currently expected to close in the first quarter of 2014, is subject to customary closing conditions, including the approval by an affirmative vote of shareholders representing more than seventy percent (70%) of the outstanding Shares of Exceed as of the record date, present and voting in person or by proxy as a single class at an extraordinary general meeting of Exceed's shareholders which will be convened to consider the approval of the Merger Agreement and the Merger. 

Houlihan Lokey (China) Limited is serving as financial advisor to the Independent Committee. K&L Gates LLP is serving as  United States  legal advisor to the Independent Committee and the Company. Walkers is serving as BVI legal advisor to the Independent Committee.  Skadden, Arps, Slate, Meagher & Flom LLP is serving as  United States  legal advisor to the Buyer Group.

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