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China Automotive Systems, Inc. (NASDAQ:CAAS) announced Thursday that it has entered into a definitive agreement and plan of merger with its wholly-owned subsidiary, China Automotive Systems Holdings, Inc., a Cayman Islands company. The agreement outlines a proposed redomicile merger, under which China Automotive Systems, Inc., currently incorporated in Delaware, will merge with and into China Automotive Systems Holdings, Inc. The surviving entity will be renamed China Automotive Systems Inc. and will continue to conduct the company’s business operations.
According to the company’s press release statement, each share of common stock of China Automotive Systems, Inc. outstanding immediately prior to the merger’s effective time will be converted into the right to receive one ordinary share of the new Cayman Islands company. The new entity will assume all obligations under existing stock-based benefit and compensation plans, as well as other benefit plans and agreements, which will continue unchanged unless amended or terminated.
The merger agreement has been approved by the boards of directors of both companies. Completion of the transaction is subject to customary closing conditions, including approval by the company’s stockholders, effectiveness of a registration statement on Form F-4 to be filed with the U.S. Securities and Exchange Commission (SEC), and receipt of necessary regulatory approvals. The company stated that the merger is expected to close during the third quarter of 2025, pending satisfaction of these conditions.
The board of directors of China Automotive Systems, Inc. may terminate the merger agreement at its discretion at any time prior to the effective time, including after stockholder approval. Upon completion of the merger, the directors and officers of the current company will become the directors and officers of the new Cayman Islands entity.
This report is based on a press release statement included in a recent SEC filing.
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