BEIJING, Aug. 1, 2016 /PRNewswire/ -- E-Commerce China
Dangdang Inc. (NYSE: DANG) (the "Company" or "Dangdang"), a leading
business-to-consumer e-commerce company in China, today announced that it has called an
extraordinary general meeting of shareholders (the "EGM"), to be
held at 2:00 p.m. Beijing Time on
September 12, 2016, at the Company's
office at 12/F, Jing An Center, No. 8 North Third Ring Road East,
Chaoyang District, Beijing 100028,
People's Republic of China, to
consider and vote on, among other things, the proposal to authorize
and approve the previously announced agreement and plan of merger
(the "Merger Agreement") dated May 28,
2016, by and among Dangdang Holding Company Limited
("Parent"), Dangdang Merger Company Limited ("Merger Sub") and the
Company, the plan of merger required to be filed with the Registrar
of Companies of the Cayman
Islands, substantially in the form attached as Annex A to
the Merger Agreement (the "Plan of Merger") and the transactions
contemplated thereby (including the Merger, as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will merge with and into the Company (the "Merger"), with the
Company continuing as the surviving company and a wholly-owned
subsidiary of Parent in accordance with Cayman Islands Companies
Law. If completed, the Merger will result in the Company becoming a
privately-held company. Dangdang's American depositary shares
("ADSs"), each representing five Class A common shares of the
Company, will no longer be listed on The New York Stock Exchange
and the American depositary shares program for Dangdang's ADSs will
terminate. In addition, Dangdang's ADSs and Dangdang's Class A
common shares represented by the ADSs will cease to be registered
under Section 12 of the Securities Exchange Act of 1934.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee of the board of directors
of the Company comprised of independent directors unaffiliated with
Parent or Merger Sub or any member of the buyer group or the
management of the Company, authorized and approved the Merger
Agreement, the Plan of Merger and the transactions contemplated
thereby, including the Merger, and recommended that the Company's
shareholders and ADS holders vote FOR, among other things, the
proposal to authorize and approve the Merger Agreement, the Plan of
Merger and the transactions contemplated thereby, including the
Merger.
Shareholders of record as of the close of business in the
Cayman Islands on August 26, 2016 will be entitled to attend and
vote at the EGM. ADS holders as of the close of business in
New York City on August 8, 2016 will be entitled to instruct The
Bank of New York Mellon, the ADS depositary, to vote the Class A
common shares represented by the ADSs at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the proxy statement attached as Exhibit (a)-(1) thereto,
as amended, filed with the Securities and Exchange Commission
("SEC"), which can be obtained, along with other filings containing
information about the Company, the proposed Merger and related
matters, without charge, from the SEC's website
(http://www.sec.gov). In addition, the Company's proxy materials
(including the final proxy statement) will be mailed to
shareholders and ADS holders.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND
IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
TRANSACTION AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from its
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the final proxy statement
and Schedule 13E-3 transaction statement relating to the proposed
Merger. Further information regarding persons who may be deemed
participants, including any direct or indirect interests they may
have, is also set forth in the final proxy statement.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for the proxy statement and other
materials that have been or will be filed with or furnished to the
SEC.
Safe Harbor and Informational Statement
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions include: uncertainties as to how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; the expected timing
of the completion of the merger; the possibility that various
closing conditions for the transaction may not be satisfied or
waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company. These forward-looking statements reflect the Company's
expectations as of the date of this press release. You should not
rely upon these forward-looking statements as predictions of future
events. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
About Dangdang
E-Commerce China Dangdang Inc. is a leading business-to-consumer
e-commerce company in China. On
its website dangdang.com and through mobile Dangdang, the Company
offers books and media products as well as selected general
merchandise products including fashion and apparel, baby, children
and maternity and home and lifestyle products, among others. It
also operates the dangdang.com marketplace program, which allows
third-party merchants to sell their products alongside products
sourced by the Company. Dangdang is transforming itself into an
integrated online shopping experience with prominent destination
categories. Dangdang's nationwide fulfilment and delivery
capabilities, high-quality customer service support and scalable
technology infrastructure enable it to provide a compelling online
shopping experience to customers. For more information, please
visit ir.dangdang.com.
For more information, please contact:
Ye Ji
Investor Relations
E-Commerce China Dangdang Inc.
Phone: +86-10-5799-2306
E-mail: ir@dangdang.com
Elaine Ketchmere, CFA
Compass Investor Relations
+1-310-528-3031
Email: eketchmere@compass-ir.com
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SOURCE E-Commerce China Dangdang Inc.