CM Seven Star Acquisition Corporation, (“CM Seven Star”) (NASDAQ:
CMSS), a blank check company formed for the purpose of entering
into a business combination with one or more businesses, and Renren
Inc. (“Renren”) (NYSE: RENN), which operates a used car business
and SaaS business, today announced that CM Seven Star’s annual
meeting will be held on April 24, 2019. At this meeting, holders of
the ordinary shares of CM Seven Star will be asked to approve the
share exchange agreement, dated as of November 2, 2018, by and
among CM Seven Star, Kaixin Auto Group (“Kaixin”) and Renren, and
other related proposals. Renren owns 100% of the issued and
outstanding shares of Kaixin. A definitive proxy statement
relating to the annual meeting was filed with the SEC on March 29,
2019. As previously announced, the record date for those eligible
to receive notice of and to vote at the annual meeting of
shareholders was March 28, 2019.
About CM Seven Star
In October of 2017, CM Seven Star Acquisition Corporation, a
Cayman Islands exempted limited liability company completed its
initial public offering. Sponsored by Shareholder Value Fund, a
Cayman fund controlled by members of its Board of Directors, which
has selected CM Asset Management (Hongkong) Company Limited
(“CMAM”) to serve as the investment manager for the fund. CMAM is a
wholly owned subsidiary of China Minsheng Financial Holding
Corporation Limited, a Hong Kong Stock Exchange listed Company. CM
Seven Star was formed as a blank check company for the purpose of
entering into a merger, share exchange, asset acquisition, share
purchase, recapitalization, reorganization or similar business
combination with one or more businesses or entities. CM Seven
Star’s efforts to identify a prospective target business will not
be limited to a particular industry or geographic location.
About Renren Inc.
Renren Inc. operates a used auto business and SaaS business.
Renren’s American depositary shares, each of which represents
fifteen Class A ordinary shares, trade on NYSE under the symbol
“RENN”.
About Kaixin Auto Group
Founded in 2015 as a venture into China’s used car financing
market by its corporate parent Renren Inc., Kaixin Auto Group is a
leading premium used car dealership in China. Supported by the
rapid growth of China’s used car market and leveraging its own
hybrid business model that offers both strong online and offline
presence, Kaixin has transformed from a tech-enabled financing
platform into a nationwide dealer network that combines its own and
affiliated dealers as well as value added and after-sale
services.
Important Notice Regarding Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, both as amended. Statements that are not
historical facts, including statements about the pending
transaction between CM Seven Star Acquisition Corporation (“CM
Seven Star”), Renren Inc. (“Renren”) and Kaixin Auto Group
(“Kaixin”) and the transactions contemplated thereby, and the
parties’ perspectives and expectations, are forward-looking
statements. Such statements include, but are not limited to,
statements regarding the proposed transaction, including the
anticipated initial enterprise value and post-closing equity value,
the benefits of the proposed transaction, integration plans,
expected synergies and revenue opportunities, anticipated future
financial and operating performance and results, including
estimates for growth, the expected management and governance of the
combined company, and the expected timing of the transactions. The
words “expect,” “believe,” “estimate,” “intend,” “plan” and similar
expressions indicate forward-looking statements. These
forward-looking statements are not guarantees of future performance
and are subject to various risks and uncertainties, assumptions
(including assumptions about general economic, market, industry and
operational factors), known or unknown, which could cause the
actual results to vary materially from those indicated or
anticipated.
Such risks and uncertainties include, but are not limited to:
(i) risks related to the expected timing and likelihood of
completion of the pending transaction, including the risk that the
transaction may not close due to one or more closing conditions to
the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or
that a governmental entity prohibited, delayed or refused to grant
approval for the consummation of the transaction or required
certain conditions, limitations or restrictions in connection with
such approvals; (ii) risks related to the ability of CM Seven Star
and Kaixin to successfully integrate the businesses; (iii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the applicable transaction
agreements; (iv) the risk that there may be a material adverse
change with respect to the financial position, performance,
operations or prospects of Kaixin or CM Seven Star; (v) risks
related to disruption of management time from ongoing business
operations due to the proposed transaction; (vi) the risk that any
announcements relating to the proposed transaction could have
adverse effects on the market price of CM Seven Star’s common
stock; (vii) the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of Kaixin
and CM Seven Star to retain customers and retain and hire key
personnel and maintain relationships with their suppliers and
customers and on their operating results and businesses generally;
(viii) the risk that the combined company may be unable to achieve
cost-cutting synergies or it may take longer than expected to
achieve those synergies; and (ix) risks associated with the
financing of the proposed transaction. A further list and
description of risks and uncertainties can be found in CM Seven
Star’s Annual Report on Form 10-K for the fiscal year ending
December 31, 2018 filed with the SEC, in CM Seven Star’s quarterly
reports on Form 10-Q filed with the SEC subsequent thereto and in
the proxy statement on Schedule 14A filed with the SEC by CM Seven
Star in connection with the proposed transaction, and other
documents that the parties may file or furnish with the SEC, which
you are encouraged to read. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. Accordingly, you
are cautioned not to place undue reliance on these forward-looking
statements. Forward-looking statements relate only to the date they
were made, and CM Seven Star, Renren, Kaixin, and their
subsidiaries undertake no obligation to update forward-looking
statements to reflect events or circumstances after the date they
were made except as required by law or applicable regulation.
Participants in Solicitation
CM Seven Star, Kaixin, Renren, and their respective directors,
executive officers and employees and other persons may be deemed to
be participants in the solicitation of proxies from the holders of
CM Seven Star ordinary shares in respect of the proposed
transaction. Information about CM Seven Star’s directors and
executive officers and their ownership of CM Seven Star’s ordinary
shares is set forth in CM Seven Star’s Annual Report on Form 10-K
for the year ended December 31, 2018 filed with the SEC, as
modified or supplemented by any Form 3 or Form 4 filed with the SEC
since the date of such filing. Other information regarding the
interests of the participants in the proxy solicitation is included
in the proxy statement pertaining to the proposed transaction.
These documents can be obtained free of charge from the sources
indicated above.
Additional Information and Where to Find It
In connection with the transaction described herein, CM Seven
Star has filed and will file relevant materials with the Securities
and Exchange Commission (the “SEC”), including a proxy statement on
Schedule 14A. CM Seven Star has mailed the definitive proxy
statement and a proxy card to each stockholder entitled to vote at
the special meeting relating to the transaction. INVESTORS AND
SECURITY HOLDERS OF CM SEVEN STAR ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT CM SEVEN
STAR WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT CM SEVEN STAR, KAIXIN AND
THE TRANSACTION. The preliminary proxy statement, the definitive
proxy statement and other relevant materials in connection with the
transaction (as they become available), and any other documents
filed by CM Seven Star with the SEC, may be obtained free of charge
at the SEC’s website (www.sec.gov) or by writing to CM Seven Star
at Suite 1306, 13/F, AIA Central, 1 Connaught Road, Central, Hong
Kong.
For investor and media inquiries, please
contact:
In China: The Piacente Group, Inc. Ross Warner Tel: +86 (10)
5730-6201 Email: Kaixin@tpg-ir.com
In the United States: The Piacente Group, Inc.
Jean Marie Young Tel: +1-212-481-2050 Email: Kaixin@tpg-ir.com
For questions regarding the annual meeting of
shareholders, please contact:
Advantage Proxy, Inc. Attn: Karen Smith Toll Free Tel:
+1-877-870-8565 Collect Tel: +1-206-870-8565 Email:
ksmith@advantageproxy.com
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