ASL Intends to Spin Off U.S. Business with a Valuation of Approximately HK$3 Billion Listed on Nasdaq

Demonstrate The Outstanding Capital Operating Capability

Represent An Important Step Forward In Implementing�The Group’s Regional Development
Strategy

 

HONG KONG, CHINA - Media
OutReach - 14 November 2019 – Automated Systems Holdings Limited (“ASL” or “the Group”) (HKEX
stock code: 771), a trustworthy and professional global Information Technology
(“IT”) partner, is pleased to announce the spin-off of Grid Dynamics International, Inc.
(“Grid Dynamics”), the Group’s U.S. and Europe business, with a valuation of approximately
US$390.1 million (approximately HK$3,042.8 million). Grid Dynamics is expected
to be listed on Nasdaq via ChaSerg Technology Acquisition Corp. (“ChaSerg”)
(NASDAQ: CTAC), a listed company on Nasdaq (“Nasdaq”), with a structure of a reverse
triangular merger followed immediately by a forward triangular merger.  

 

Signing
ceremony signifies a brighter future for ASL, Grid Dynamics & Teamsun

In this transaction, 100% equity interest in Grid Dynamics will be injected
into ChaSerg by way of merger, and the merger consideration payable by ChaSerg
will be in two forms, namely cash and new shares issued by ChaSerg. The cash to
share payment ratio will be approximately 33.3% to 66.7%, and will be adjusted according
to the terms of merger agreement. Upon completion of the transaction, ASL will
be entitled to receive close to US$93.6 million (approximately HK$730.6
million) in cash and approximately 34% of ChaSerg’s marketable shares (on fully
diluted basis), and expects to record approximately US$88.5 million
(approximately HK$690.3 million) investment gain. The figures above will be
adjusted according to the terms of merger agreement. In addition, Grid Dynamics
itself will receive nearly US$80 million (approximately HK$624.0 million) after
the completion of transaction. Meanwhile, upon the closing, Grid Dynamics will
replace ChaSerg to  be listed on Nasdaq under
the name of Grid Dynamics Holding (stock trading code to be determined).

 

Mr. Leon Wang, Chief Executive
Officer and Executive Director of ASL said, “Grid Dynamics after being
acquired by ASL as a wholly-owned subsidiary in 2017 for US$118.0 million
(approximately HK$920.4 million), its financial performance has been growing,
with an increase in revenue and EBITDA at around 30% in these few years, and
the EBITDA margin remained stable at 25%. At the same time, the Group has
continued the Research & Development (“R&D”) investment in two areas –
machine learning and artificial intelligence – for the recent two years to
enhance technical capabilities of Grid Dynamics. In this transaction, the
valuation of Grid Dynamics is about 3 times higher than that at the time of the
acquisition, which shows that its value is fully recognized by the
market.”

 

The transaction involves three of the world’s first-tier securities
exchanges, including the NASDAQ Stock Market, the Hong Kong Stock Exchange and
the Shanghai Stock Exchange. The transaction processes are required to follow
different listing regulations and manage different compliance procedures.
Meanwhile, because Grid Dynamics has operations in several countries in Europe
and U.S., it also has to comply with the regulations under the legal system of multiple
countries, and the overall transaction complexity is high.

 

Mr. Leon Wang added, “The two major directions of the Group’s future
development are to build on digital transformation and to strengthen the
Group’s position as an unified technology services provider by integrating
technology with customer applications internally, and by extending development
beyond Hong Kong externally. The spin-off of Grid Dynamics is an important step
forward in implementing the regional development strategy, and in addition to
expanding Grid Dynamics’ overseas business development potential. Furthermore, the
Group is also recovering significant investments costs through this capital
operation to further advance future business development in the Asia-Pacific
region. After the transaction, the Group will have sufficient cash with sharply
decreased debt pressure and improved ability to distribute special dividends
and repurchase shares. At the same time, the Group’s profit is expected to increase
in the coming future and it is very likely for the Group to increase the dividend
payout ratio and bring higher returns to shareholders.”

 

Mr. Wang Weihang,
Chairman of the Board of Directors of ASL expressed,
“Facing global economic pressures and geopolitical risks, this transaction,
on the one hand, balances macro risks with the benefits of ASL’s development.
On the other hand, Grid Dynamics will be able to leverage the capital market
for merger and acquisition for cross-sector and cross-border business expansion,
enlarging its development potential in the European and U.S. markets, thereby further
enhancing the market value of Grid Dynamics. It is reported that among the
companies listed on the Hong Kong Main Board, the Group is one of the few local
IT enterprises. After the completion of the transaction, it is believed that
the Group is the only Hong Kong local technology enterprise whose business is
listed on Nasdaq, which will become a classic case of capital operation in Hong
Kong’s IT industry.”

 

Upon completion, Grid Dynamics will become an associate of the Group,
and the Group is also its single largest shareholder. Grid Dynamics will
continue its planned business cooperation strategy and synergise with the
Group’s Asia-Pacific operation, including project-level collaboration and
technology integration and acquisition. The Group will focus on industries with
a competitive edge, further enchancing its integration service provider’s
technical capabilities to strengthen its market positioning and to connect
leading technologies with innovative products and business applications. In
addition, it will continue to provide one-stop global IT services to Belt and
Road enterprises.

 

Grid Dynamics is a provider of open source, scalable and
next-generation technology solutions, headquartered in Silicon Valley in the
U.S. Its business covers omni-channel e-commerce, cloud enablement, big data
analytics and continuous delivery. It is trusted and supported by Fortune 500
customers such as Google, Apple and more multinational companies. In 2019, Grid
Dynamics was named as a Leader among midsize agile development service
providers by The Forrester wave^TM (NASDAQ:FORR), one of the world’s
most influential research and consulting firms, demonstrating Grid Dynamics’
superior software development capabilities.

 

Lloyd Carney is a core member
in ChaSerg’s investment and management team. He has more than 25 years of IT executive
experiences (including Xsigo Systems, Micromuse, Juniper Networks, etc), and
more than 10 years of technology industry investment experiences. Lloyd was CEO
of Brocade (NASDAQ:BRCD), the world’s leading communications hardware vendor, from 2013 to
2017. Brocade was acquired by Broadcom in 2017, and its market value had risen more
than double; the transaction was directed by Llyod. As CEO of ChaSerg, Lloyd will
participate in the daily operation of Grid Dynamics, providing all-round
support to capital, management and business.

 

According to a report by International
Data Corporation (IDC), the premier global provider of market intelligence and
advisory services for the IT markets, ASL is one of the top 3 local IT
integration service providers. Leveraging digital transformation and effective
operation, the gross profit of the group in Asia-Pacific is 12.3%, which
increased about 53.0% compared with the single digit in 2014. The Group expects
that the trends of digital transformation, cloud computing, Internet of Things
and 5G will continue to stimulate strong demand of the market for new
technologies. In light of the complexity of new technologies, customers may
face challenges in mastering relevant technologies or in shortage of manpower.
There is thus an increased demand for IT companies that possess IT capabilities
in various fields. Apart from the above capabilities, in terms of cloud computing,
the Group possesses professional consultancy teams as well as outstanding
building and management abilities, by which it assists clients in migrating
their applications to different types of cloud platforms from various vendors.
Meanwhile, the Group plans to invest resources worth tens of millions of Hong
Kong dollars in the coming years on the enhancement of service platforms in
omni-channel and cloud services, aiming to increase its potential for sustainable
development and to deepen the cooperation with its customers. The relevant
plans are underway and are advancing actively.

 

The Group expects the spin-off
of Grid Dynamics can further consolidate its position in the U.S. IT industry,
continue to grasp its unique advantages and development potential with abundant
funds, and to promote the next round of rapid development. Looking forward, ASL
will make use of the opportunities arising from digital e-commerce, big data, cloud
computing and open source technology solutions, and improve operation
efficiency, strengthen technical R&D, and achieve synergies across different
business segments. Also, the Group will seize the business opportunities from the
Belt and Road Initiative, the Greater Bay Area and the Southeast Asia, to
further expand market share and enhance profitability. In addition, the Group
sees Nasdaq as the market for the world’s top technology stock trades,
including Amazon, Apple, Facebook and Google. The Group believes that Grid
Dynamics’ listing on Nasdaq will enhance its reputation in the IT field. Hence,
it can further support its business growth and fund-raising capability, and synergise
with the Group’s business in Asia-Pacific region, eventually providing return to
the shareholders with steady development in performance.

 

The transaction is subject to approval by the shareholders’ meetings
of the parties involved in the transaction and authorizations from the relevant
national government departments. It is expected to be completed in early 2020.
For details, please refer to the announcement issued by ASL on 13 November
2019.

About Automated Systems Holdings Limited

Automated Systems Holdings Limited (“ASL” or “The Group”) was listed
on the Stock Exchange of Hong Kong Limited in 1997 (Stock Code: 771). ASL,
consists of Automated Systems (H.K.) Limited, ELM Computer Technologies Limited,
CSA Automated (Macau) Limited, Guangzhou Automated Systems Limited, ASL
Automated (Thailand) Limited and Grid Dynamics International, Inc.. In
addition, i-Sprint Innovations Pte Ltd is an associate of the Group. The
Group’s core business is based in Hong Kong and Macau and covers Asia Pacific,
Europe and the United States. It is dedicated to offering professional and
trustworthy information technology (“IT”) services to corporate clients around
the world.

 

The Group’s core businesses are Innovative Solutions, Intelligent
Cybersecurity Services and Integrated Managed Services. Innovative Solutions business
is offering holistic business solutions to accelerate customers’ digital
transformation. Intelligent Cybersecurity business is specialized in digital
asset protection & risks prevention. Integrated Managed Services business
is to manage clients’ IT infrastructure and cloud platform in entire IT
lifecycle with its world-class, industry-specific and end-to-end services.

 

With ASL’s 7 research and development centers worldwide, over a
thousand of high-caliber experts, and more than 45 years of experience in
providing professional IT services to global users, ASL provides the best
practices for customers’ IT management and is definitely customers’ trustworthy
and professional global IT partner.

 

For more information, please visit our web page at http://www.asl.com.hk.