UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
MEMSIC, Inc. |
(Name of Issuer)
Common Stock, par value $0.00001 per share |
(Title of Class of Securities)
586264103 |
(CUSIP Number)
Quan Zhou
IDG Capital Management (HK) Limited
Unit 5505, The Centre
99 Queens Road Central, Hong Kong
+(852) 2529-1016
With a copy to:
Peter X. Huang Skadden, Arps, Slate, Meagher & Flom LLP 30th Floor, China World Office 2 No. 1, Jianguomenwai Avenue Beijing 100004, Peoples Republic of China +(86) 10 6535-5599 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 10, 2012 |
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 586264103 |
1. |
NAME OF REPORTING PERSON:
IDG-Accel China Growth Fund II L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC, OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
4,146,394 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
4,146,394 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,146,394 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.13% (1) | |||||
14. |
TYPE OF REPORTING PERSON
PN |
(1) | Based upon 24,199,585 shares of common stock outstanding as of September 30, 2012, as reported by the Issuer in a Form 8-K filed on November 5, 2012. |
2
CUSIP No. 586264103 |
1. |
NAME OF REPORTING PERSON:
IDG-Accel China Growth Fund II Associates L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC, OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
4,146,394(2) | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
4,146,394(2) | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,146,394 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.13% (3) | |||||
14. |
TYPE OF REPORTING PERSON
PN |
(2) | The record owner of these shares is IDG-Accel China Growth Fund II L.P. By virtue of being the general partner of IDG-Accel China Growth Fund II L.P., the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares. |
(3) | Based upon 24,199,585 shares of common stock outstanding as of September 30, 2012, as reported by the Issuer in a Form 8-K filed on November 5, 2012. |
3
CUSIP No. 586264103 |
1. |
NAME OF REPORTING PERSON:
IDG-Accel China Investors II L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC, OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
339,108 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
339,108 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,108 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% (4) | |||||
14. |
TYPE OF REPORTING PERSON
PN |
(4) | Based upon 24,199,585 shares of common stock outstanding as of September 30, 2012, as reported by the Issuer in a Form 8-K filed on November 5, 2012. |
4
CUSIP No. 586264103 |
1. |
NAME OF REPORTING PERSON:
IDG-Accel China Growth Fund GP II Associates Ltd. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC, OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
4,485,502(5) | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
4,485,502(5) | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,485,502 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.54% (6) | |||||
14. |
TYPE OF REPORTING PERSON
CO |
(5) | Including 4,146,394 shares of which the record owner is IDG-Accel China Growth Fund II L.P. and 339,108 shares of which the record owner is IDG-Accel China Investors II L.P. By virtue of being the ultimate general partner of both of these record holders, the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares. |
(6) | Based upon 24,199,585 shares of common stock outstanding as of September 30, 2012, as reported by the Issuer in a Form 8-K filed on November, 2012. |
5
CUSIP No. 586264103 |
1. |
NAME OF REPORTING PERSON:
IDG Technology Venture Investments, LP | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC, OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
150,000 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
150,000 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.62% (7) | |||||
14. |
TYPE OF REPORTING PERSON
PN |
(7) | Based upon 24,199,585 shares of common stock outstanding as of September 30, 2012, as reported by the Issuer in a Form 8-K filed on November 5, 2012. |
6
CUSIP No. 586264103 |
1. |
NAME OF REPORTING PERSON:
IDG Technology Venture Investments, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC, OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
221,393(8) | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
221,393(8) | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,393 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.91% (9) | |||||
14. |
TYPE OF REPORTING PERSON
OO |
(8) | Including 71,393 shares of which the Reporting Person is the record owner and 150,000 shares of which the record owner is IDG Technology Venture Investments, LP. By virtue of being the general partner of IDG Technology Venture Investments, LP, the Reporting Person may be deemed to have sole voting and dispositive power with respect to the shares of which the record owner is IDG Technology Venture Investments, LP. |
(9) | Based upon 24,199,585 shares of common stock outstanding as of September 30, 2012, as reported by the Issuer in a Form 8-K filed on November 5, 2012. |
7
CUSIP No. 586264103 |
1. |
NAME OF REPORTING PERSON:
IDG Technology Venture Investment III, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC, OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
18,328 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
18,328 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,328 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.076% (10) | |||||
14. |
TYPE OF REPORTING PERSON
PN |
(10) | Based upon 24,199,585 shares of common stock outstanding as of September 30, 2012, as reported by the Issuer in a Form 8-K filed on November 5, 2012. |
8
CUSIP No. 586264103 |
1. |
NAME OF REPORTING PERSON:
IDG Technology Venture Investment III, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC, OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
18,328(11) | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
18,328(11) | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,328 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.076% (12) | |||||
14. |
TYPE OF REPORTING PERSON
OO |
(11) | The record owner of these shares is IDG Technology Venture Investment III, L.P. By virtue of being the general partner of IDG Technology Venture Investment III, L.P., the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares. |
(12) | Based upon 24,199,585 shares of common stock outstanding as of September 30, 2012, as reported by the Issuer in a Form 8-K filed on November 5, 2012. |
9
CUSIP No. 586264103 |
1. |
NAME OF REPORTING PERSON:
Quan Zhou | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
AF, OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
| ||||
8. | SHARED VOTING POWER
4,725,223(15) | |||||
9. | SOLE DISPOSITIVE POWER
| |||||
10. | SHARED DISPOSITIVE POWER
4,725,223(15) | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,725,223 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5% (16) | |||||
14. |
TYPE OF REPORTING PERSON
IN |
(11) | Including 4,146,394 shares of which the record owner is IDG-Accel China Growth Fund II L.P., 339,108 shares of which the record owner is IDG-Accel China Investors II L.P., 150,000 shares of which the record owner is IDG Technology Venture Investments, LP, 71,393 shares of which the record owner is IDG Technology Venture Investments, LLC, and 18,328 shares of which the record owner is IDG Technology Venture Investment III, L.P. The Reporting Person and Chi Sing Ho are directors and executive officers of IDG-Accel China Growth Fund GP II Associates Ltd., which is the ultimate general partner of both IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. The Reporting Person and Chi Sing Ho are the managing members of IDG Technology Venture Investment III, LLC, which is the general partner of IDG Technology Venture Investment III, L.P. The Reporting Person and Chi Sing Ho are the managing members of IDG Technology Venture Investments, LLC, which is the general partner of IDG Technology Venture Investments, LP. By virtue of acting together to direct the management and operations of the ultimate general partners of each of the above record owners, the Reporting Person and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. |
(12) | Based upon 24,199,585 shares of common stock outstanding as of September 30, 2012, as reported by the Issuer in a Form 8-K filed on November 5, 2012. |
10
CUSIP No. 586264103 |
1. |
NAME OF REPORTING PERSON:
Chi Sing Ho | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
AF, OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
| ||||
8. | SHARED VOTING POWER
4,725,223(15) | |||||
9. | SOLE DISPOSITIVE POWER
| |||||
10. | SHARED DISPOSITIVE POWER
4,725,223(15) | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,725,223 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5% (16) | |||||
14. |
TYPE OF REPORTING PERSON
IN |
(11) | Including 4,146,394 shares of which the record owner is IDG-Accel China Growth Fund II L.P., 339,108 shares of which the record owner is IDG-Accel China Investors II L.P., 150,000 shares of which the record owner is IDG Technology Venture Investments, LP, 71,393 shares of which the record owner is IDG Technology Venture Investments, LLC, and 18,328 shares of which the record owner is IDG Technology Venture Investment III, L.P. The Reporting Person and Quan Zhou are directors and executive officers of IDG-Accel China Growth Fund GP II Associates Ltd., which is the ultimate general partner of both IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. The Reporting Person and Quan Zhou are the managing members of IDG Technology Venture Investment III, LLC, which is the general partner of IDG Technology Venture Investment III, L.P. The Reporting Person and Quan Zhou are the managing members of IDG Technology Venture Investments, LLC, which is the general partner of IDG Technology Venture Investments, LP. By virtue of acting together to direct the management and operations of the ultimate general partners of each of the above record owners, the Reporting Person and Quan Zhou may be deemed to have shared voting and dispositive power with respect to these shares. |
(12) | Based upon 24,199,585 shares of common stock outstanding as of September 30, 2012, as reported by the Issuer in a Form 8-K filed on November 5, 2012. |
11
INTRODUCTORY NOTE
This Schedule 13D is filed by IDG-Accel China Growth Fund II L.P., IDG-Accel China Growth Fund II Associates L.P., IDG-Accel China Investors II L.P., IDG-Accel China Growth Fund GP II Associates Ltd., IDG Technology Venture Investments, LP, IDG Technology Venture Investments, LLC, IDG Technology Venture Investment III, L.P., IDG Technology Venture Investment III, LLC (collectively, the IDG Filing Persons), Mr. Quan Zhou and Mr. Chi Sing Ho. This Schedule 13D represents the initial statement on Schedule 13D filed by the Reporting Persons with respect to MEMSIC, Inc. (the Company) with the United States Securities and Exchange Commission (the SEC). | ||
ITEM 1. SECURITY AND ISSUER | ||
This Schedule 13D relates to the common stock, par value $0.00001 per share (the Common Stock), of the Company. The address of the principal executive office of the Company is One Tech Drive, Suite 325, Andover, MA 01810, United States of America. | ||
ITEM 2. IDENTITY AND BACKGROUND | ||
(a) (c) |
IDG-Accel China Growth Fund II L.P. is a limited partnership organized under the laws of the Cayman Islands. The general partner of IDG-Accel China Growth Fund II L.P. is IDG-Accel China Growth Fund II Associates L.P., a limited partnership organized under the laws of the Cayman Islands. The general partner of IDG-Accel China Growth Fund II Associates L.P. is IDG-Accel China Growth Fund GP II Associates Ltd., a limited liability company incorporated under the laws of the Cayman Islands. IDG-Accel China Investors II L.P. is a limited partnership organized under the laws of the Cayman Islands. The general partner of IDG-Accel China Investors II L.P. is IDG-Accel China Growth Fund GP II Associates Ltd. The directors and executive officers of IDG-Accel China Growth Fund GP II Associates Ltd. are Quan Zhou and Chi Sing Ho. | |
IDG Technology Venture Investments, LP is a Delaware limited partnership the general partner of which is IDG Technology Venture Investments, LLC, a Delaware limited liability company. IDG Technology Venture Investment III, L.P. is a Delaware limited partnership the general partner of which is IDG Technology Venture Investment III, LLC, a Delaware limited liability company. Quan Zhou and Chi Sing Ho are the managing members of IDG Technology Venture Investments, LLC and IDG Technology Venture Investment III, LLC. | ||
For all Reporting Persons, the principal business address is c/o IDG Capital Management (HK) Limited, Unit 5505, The Centre, 99 Queens Road Central, Hong Kong. | ||
The IDG Filing Persons are China-focused private equity investors. The IDG Filing Persons mainly invest in China-related companies, focusing on companies in the information technology, media, healthcare, clean technology and non-technology consumer businesses and services related industries. | ||
The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 7.01. | ||
(d) (e) | During the last five years, none of the Reporting Persons (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
(f) | Mr. Quan Zhou is a citizen of the United States of America. Mr. Chi Sing Ho is a citizen of Canada. Each of IDG-Accel China Growth Fund II L.P., IDG-Accel China Growth Fund II Associates L.P., IDG-Accel China Investors II L.P. and IDG-Accel China Growth Fund GP II Associates Ltd. is organized under the laws of the Cayman Islands. Each of IDG Technology Venture Investments, LP, IDG Technology Venture Investments, LLC, IDG Technology Venture Investment III, L.P. and IDG Technology Venture Investment III, LLC is organized under the laws of Delaware. | |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION | ||
It is anticipated that, at the price per share of Common Stock set forth in the Proposal (as described in Item 4 below), approximately US$77,897,408 will be expended in acquiring 19,474,352 outstanding shares of Common Stock owned by stockholders of the Company other than the IDG Filing Persons (Publicly Held Shares). |
12
It is anticipated that the acquisition of the Publicly Held Shares will be financed primarily through equity financing. The equity financing will be in the form of cash and/or rollover equity in the Company. | ||
ITEM 4. PURPOSE OF TRANSACTION | ||
On November 10, 2012, IDG-Accel China Growth Fund II L.P., for itself and on behalf of its affiliated funds and its and their nominee entities (collectively, IDG), submitted a preliminary non-binding proposal (the Proposal) to the Companys board of directors. In the Proposal, IDG proposed to acquire, through an acquisition vehicle to be established by IDG, all of the Publicly Held Shares for US$4.00 per share. IDG intends to finance the transactions contemplated under the Proposal primarily through equity financing in the form of cash and/or rollover equity in the Company. | ||
Any definitive agreement entered into in connection with the transactions contemplated under the Proposal is likely to be subject to customary closing conditions, including approval by the Companys stockholders of the terms of such transactions, accuracy of the representations and warranties given by the parties to the merger agreement, compliance by each party to such agreement with its covenants thereunder, and the absence of a material adverse effect. | ||
If the transactions contemplated under the Proposal are completed, the Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would be delisted from the NASDAQ Stock Market. | ||
References to the Proposal in this Schedule 13D are qualified in their entirety by reference to the Proposal attached hereto as Exhibit 7.02 and incorporated herein by reference in their entirety. | ||
Except as indicated above, IDG has no plans or proposals that relate to or would result in any other action specified in Item 4 on this Schedule 13D. | ||
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER | ||
(a) (b) |
The following disclosure assumes that there are 24,199,585 shares of Common Stock outstanding as of September 30, 2012, as set forth in the Companys Form 8-K, dated November 5, 2012. | |
The responses of the IDG Filing Persons to Rows (7) through (11) of the cover page of this Schedule 13D are incorporated herein by reference. | ||
(c) | Except as set forth in Item 3 above, incorporated herein by reference, none of the Reporting Persons has effected any transactions in the Common Stock during the 60 days preceding the filing of this Schedule 13D. | |
(d) | Except for the Reporting Persons, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock of the Company beneficially owned by IDG. | |
(e) | Not applicable. | |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. | ||
The descriptions of the principal terms of the Proposal under Item 4 are incorporated herein by reference in their entirety. | ||
To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between IDG and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company. |
13
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. |
Exhibit 7.01: | Joint Filing Agreement | |
Exhibit 7.02: | Proposal Letter from IDG-Accel China Growth Fund II L.P. to the Companys board of directors, dated as of November 10, 2012. |
14
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 20, 2012
IDG-ACCEL CHINA GROWTH FUND II L.P. | IDG TECHNOLOGY VENTURE INVESTMENTS, LLC | |||||||
By: IDG-Accel China Growth Fund II Associates L.P., its General Partner | ||||||||
By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner | ||||||||
By: | /s/ Quan ZHOU |
By: | /s/ Quan ZHOU | |||||
Name: | Quan ZHOU | Name: | Quan ZHOU | |||||
Title: | Authorized Signatory | Title: | Authorized Signatory | |||||
IDG-ACCEL CHINA GROWTH FUND II ASSOCIATES L.P. | IDG TECHNOLOGY VENTURE INVESTMENT III, L.P. | |||||||
By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner | By: IDG Technology Venture Investment III, LLC, its General Partner | |||||||
By: | /s/ Quan ZHOU |
By: | /s/ Quan ZHOU | |||||
Name: | Quan ZHOU | Name: | Quan ZHOU | |||||
Title: | Authorized Signatory | Title: | Authorized Signatory | |||||
IDG-ACCEL CHINA INVESTORS II L.P. | IDG TECHNOLOGY VENTURE INVESTMENT III, LLC | |||||||
By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner | ||||||||
By: | /s/ Quan ZHOU |
By: | /s/ Quan ZHOU | |||||
Name: | Quan ZHOU | Name: | Quan ZHOU | |||||
Title: | Authorized Signatory | Title: | Authorized Signatory | |||||
IDG-ACCEL CHINA GROWTH FUND GP II ASSOCIATES LTD. | CHI SING HO | |||||||
By: | /s/ Quan ZHOU |
By: | /s/ Chi Sing HO | |||||
Name: | Quan ZHOU | |||||||
Title: | Authorized Signatory | |||||||
IDG TECHNOLOGY VENTURE INVESTMENTS, LP | QUAN ZHOU | |||||||
By: IDG Technology Venture Investments, LLC, its General Partner | ||||||||
By: | /s/ Quan ZHOU |
By: | /s/ Quan ZHOU | |||||
Name: | Quan ZHOU | |||||||
Title: | Authorized Signatory |
15
Exhibit 7.01
AGREEMENT OF JOINT FILING
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: November 20, 2012
IDG-ACCEL CHINA GROWTH FUND II L.P. By: IDG-Accel China Growth Fund II Associates L.P., its General Partner |
IDG TECHNOLOGY VENTURE INVESTMENTS, LLC | |||||||
By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner | ||||||||
By: | /s/ Quan ZHOU |
By: | /s/ Quan ZHOU | |||||
Name: | Quan ZHOU | Name: | Quan ZHOU | |||||
Title: | Authorized Signatory | Title: | Authorized Signatory | |||||
IDG-ACCEL CHINA GROWTH FUND II ASSOCIATES L.P. | IDG TECHNOLOGY VENTURE INVESTMENT III, L.P. | |||||||
By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner | By: IDG Technology Venture Investment III, LLC, its General Partner | |||||||
By: | /s/ Quan ZHOU |
By: | /s/ Quan ZHOU | |||||
Name: | Quan ZHOU | Name: | Quan ZHOU | |||||
Title: | Authorized Signatory | Title: | Authorized Signatory | |||||
IDG-ACCEL CHINA INVESTORS II L.P. By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner |
IDG TECHNOLOGY VENTURE INVESTMENT III, LLC | |||||||
By: | /s/ Quan ZHOU |
By: | /s/ Quan ZHOU | |||||
Name: | Quan ZHOU | Name: | Quan ZHOU | |||||
Title: | Authorized Signatory | Title: | Authorized Signatory | |||||
IDG-ACCEL CHINA GROWTH FUND GP II ASSOCIATES LTD. | CHI SING HO | |||||||
By: | /s/ Quan ZHOU |
By: | /s/ Chi Sing HO | |||||
Name: | Quan ZHOU | |||||||
Title: | Authorized Signatory | |||||||
IDG TECHNOLOGY VENTURE INVESTMENTS, LP | QUAN ZHOU | |||||||
By: IDG Technology Venture Investments, LLC, its General Partner | ||||||||
By: | /s/ Quan ZHOU |
By: | /s/ Quan ZHOU | |||||
Name: | Quan ZHOU | |||||||
Title: | Authorized Signatory |
Exhibit 7.02
IDG-Accel China Growth Fund II L.P.
c/o IDG Capital Management (HK) Limited
Unit 5505, The Centre
99 Queens Road Central, Hong Kong
The Board of Directors
MEMSIC, Inc.
One Tech Drive
Suite 325
Andover, MA 01810
United States of America
November 10, 2012
Dear Sirs:
IDG-Accel China Growth Fund II L.P. (IDG-Accel Growth II), for itself and on behalf of its affiliated funds and its and their nominee entities (collectively, IDG), is pleased to submit this preliminary non-binding proposal to acquire all outstanding shares of common stock (the Shares) of MEMSIC, Inc. (the Company) not currently owned by IDG or its affiliates in a going-private transaction (the Acquisition). IDG and its affiliates currently own approximately 19.5% of the Shares of the Company.
We believe that our proposal of US$4 in cash per share of the Companys Shares will provide a very attractive opportunity to the Companys shareholders. This price represents a premium of approximately 130% to the Companys closing price on November 9, 2012 and a premium of approximately 143% to the volume-weighted average price during the last 60 trading days.
The terms and conditions upon which we are prepared to pursue the Acquisition are set forth below. We are confident in our ability to consummate an Acquisition as outlined in this letter.
1. Buyer. IDG intends to use a special purpose vehicle for the purpose of pursuing the Acquisition (Acquisition Vehicle). During the process and subject to the Boards appropriate oversight, we would like to work with Mr. Yang Zhao, CEO of the Company, to formulate our definitive Acquisition proposal, which would include inviting Mr. Zhao and other selected members of the senior management of the Company to roll over their Shares in the Company to the Acquisition Vehicle. We do not currently have any agreement, arrangement or understanding with Mr. Zhao or any other member of the Companys management with respect to the Acquisition.
2. Purchase Price. Our proposed consideration payable for the Shares acquired in the Acquisition will be US$4 per share, in cash.
3. Financing. We intend to finance the Acquisition primarily with equity capital in the form of cash and/or rollover equity in the Company. We are confident that we can timely secure adequate financing to consummate the Acquisition, and we expect the Acquisition would not be subject to any financing condition.
4. Due Diligence. We will be in a position to commence our due diligence for the Acquisition immediately upon receiving access to the relevant materials, subject a non-disclosure agreement with the Company, as appropriate.
5. Definitive Agreements. We are prepared to negotiate and finalize definitive agreements (the Definitive Agreements) concurrently with our due diligence review. This proposal is subject to execution of the Definitive Agreements. These documents will include provisions typical for transactions of this type.
6. Confidentiality. IDG will, as required by law, promptly file a Schedule 13D to disclose this letter. We are sure you will agree with us that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements or terminated our discussions.
7. Process. We believe that the Acquisition will provide superior value to the Companys shareholders. We recognize of course that the Board will evaluate the proposed Acquisition independently before it can make its determination whether to endorse it. Mr. Quan Zhou, as a director of the Company, will recuse himself from any Board discussion or evaluation relating to the Acquisition.
8. About IDG. IDG-Accel Growth II is a limited partnership registered under the laws of the Cayman Islands and a China-focused private equity fund. IDG-Accel Growth II and its affiliated funds mainly invest in China-related companies, focusing on companies in the information technology, media, healthcare, energy, clean technology and non-technology consumer businesses and services related industries.
9. Advisors. We have retained Skadden, Arps, Slate, Meagher & Flom LLP as our legal counsel in connection with this proposal and the Acquisition.
10. No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to an Acquisition. Such a commitment will result only from the execution of the Definitive Agreements, and then will be on the terms provided in such documentation. IDG-Accel Growth II may allocate any commitment with respect to an Acquisition among its affiliated funds, subject to any applicable internal approval.
In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact Mr. Quan Zhou at +852-2529-1016. We look forward to speaking with you.
[Signatures to follow on next page]
Sincerely, | ||
IDG-Accel China Growth Fund II L.P. | ||
By: | IDG-Accel China Growth Fund II Associates L.P., its General Partner | |
By: | IDG-Accel China Growth Fund GP II Associates Ltd., | |
its General Partner | ||
By: | /s/ Quan Zhou | |
Name: | Quan Zhou | |
Title: | Authorized Signatory |