SHANGHAI, April 15, 2016 /PRNewswire-FirstCall/ -- E-House
(China) Holdings Limited
("E-House" or the "Company") (NYSE: EJ), a leading real estate
services company in China, today
announced that it has entered into a definitive Agreement and Plan
of Merger (the "Merger Agreement") with E-House Holdings Ltd.
("Parent") and E-House Merger Sub Ltd. ("Merger Sub"), a
wholly-owned subsidiary of Parent.
Pursuant to the Merger Agreement, Parent will acquire the
Company for a cash consideration equal to US$6.85 per ordinary share of the Company (each,
a "Share") or American depositary share of the Company, each
American depositary share representing one Share (each, an
"ADS").
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the merger, Merger Sub will merge with and
into the Company, with the Company continuing as the surviving
corporation and a wholly-owned subsidiary of Parent, and each of
the Shares (including Shares represented by ADSs) issued and
outstanding immediately prior to the effective time of the merger
will be cancelled and cease to exist in exchange for the right to
receive US$6.85 per Share or ADS, in
each case, in cash, without interest and net of any applicable
withholding taxes, except for (i) Shares (including Shares
represented by ADSs) beneficially owned by Mr. Xin Zhou, the co-chairman of the board of
directors and chief executive officer of the Company, Kanrich
Holdings Limited, On Chance, Inc. and Jun Heng Investment Limited,
each controlled by Mr. Zhou, Mr. Neil Nanpeng Shen, a member of the
board of directors of the Company, Smart Create Group Limited and
Smart Master International Limited, each controlled by Mr. Shen,
and SINA Corporation (collectively, the "Buyer Group"), (ii) Shares
(including Shares represented by ADSs) owned by the Company or any
of its subsidiaries, (iii) Shares (including Shares represented by
ADSs) held by the ADS depositary and reserved for issuance and
allocation pursuant to the Company's share incentive plan, and (iv)
Shares owned by holders who have validly exercised and not
effectively withdrawn or lost their rights to dissent from the
merger pursuant to Section 238 of the Companies Law of the
Cayman Islands, which Shares will
be cancelled at the effective time of the merger except for the
right to receive the fair value of such Shares determined in
accordance with the provisions of Section 238 of the Companies Law
of the Cayman Islands.
The Buyer Group intends to fund the merger through a combination
of a committed loan facility in the amount of $350 million arranged by Shanghai Pudong
Development Bank Co., Ltd., Nanhui
Sub-Branch (the "Lender") pursuant to a debt commitment
letter issued by the Lender and equity contributions of members of
the Buyer Group pursuant to equity commitment letters issued by
such members.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee formed by the board of
directors (the "Special Committee"), has unanimously approved the
Merger Agreement, and resolved to recommend that the Company's
shareholders vote to authorize and approve the Merger Agreement and
the transactions contemplated by the Merger Agreement, including
the merger. The Special Committee, which is composed solely of
independent directors of the Company who are unaffiliated with
Parent, Merger Sub or any member of the Buyer Group or the
management of the Company, exclusively negotiated the terms of the
Merger Agreement with the Buyer Group with the assistance of its
independent financial and legal advisors.
The merger, which is currently expected to close during the
second half of 2016, is subject to various closing conditions,
including a condition that the Merger Agreement be authorized and
approved by an affirmative vote of shareholders representing
two-thirds or more of the Shares present and voting in person or by
proxy as a single class at an extraordinary general meeting of the
Company's shareholders. As of the date of the Merger Agreement, the
Buyer Group beneficially owned, in the aggregate, approximately
44.9% of the outstanding Shares (including Shares represented by
ADSs). Pursuant to a voting agreement entered between the Buyer
Group and Parent, the members of the Buyer Group have agreed to
vote all the Shares and ADSs beneficially owned by them in favor of
the authorization and approval of the Merger Agreement and the
merger. If completed, the merger will result in the Company
becoming a privately-held company and its ADSs will no longer be
listed on the New York Stock Exchange.
The Company will prepare and file with the U.S. Securities and
Exchange Commission (the "SEC") a Schedule 13E-3 transaction
statement, which will include a proxy statement of the Company. The
Schedule 13E-3 will include a description of the Merger Agreement
and contain other important information about the merger, the
Company and the other participants in the merger.
In connection with the merger, Duff & Phelps, LLC and Duff
& Phelps Securities, LLC (collectively, "Duff & Phelps"),
are serving as the financial advisor to the Special Committee,
Davis Polk & Wardwell LLP is
serving as U.S. legal counsel to the Special Committee and Walkers
is serving as Cayman Islands legal
counsel to the Special Committee. Cleary
Gottlieb Steen & Hamilton LLP is serving as legal
counsel to Duff & Phelps.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S.
legal counsel to the Buyer Group, and Travers Thorp Alberga is
serving as Cayman Islands legal
counsel to the Buyer Group.
Additional Information about the Transaction
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the merger,
which will include as an exhibit thereto the merger agreement. All
parties desiring details regarding the merger are urged to review
these documents, which will be available at the SEC's website
(http://www.sec.gov).
In connection with the merger, the Company will prepare and mail
a proxy statement to its shareholders. In addition, certain
participants in the merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement that will
include the proxy statement. These documents will be filed with or
furnished to the SEC. INVESTORS AND SHAREHOLDERS 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
MERGER AND RELATED MATTERS. In addition to receiving the proxy
statement and Schedule 13E-3 transaction statement by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
merger and related matters, without charge, from the SEC's website
(http://www.sec.gov) or at the SEC's public reference room at 100 F
Street, NE, Room 1580, Washington,
D.C. 20549.
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 the
Company's shareholders with respect to the merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the merger
when it is filed with the SEC. Additional information regarding the
interests of such potential participants will be included in the
proxy statement and Schedule 13E-3 transaction statement and the
other relevant documents filed with the SEC when they become
available.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the merger proceed.
About E-House
E-House (China) Holdings
Limited ("E-House") (NYSE: EJ) is China's leading real estate services company
with a nationwide network covering more than 260 cities. E-House
offers a wide range of services to the real estate industry,
including real estate online services through our 70%-owned
subsidiary, Leju Holdings Limited (NYSE: LEJU), primary sales
agency, secondary brokerage, information and consulting, offline
advertising and promotion, real estate investment management and
financial services, and mobile community value-added services.
E-House has received numerous awards for its innovative and
high-quality services, including "China's Best Company" from the National
Association of Real Estate Brokerage and Appraisal Companies and
"China Enterprises with the Best Potential" from Forbes. For more
information about E-House, please visit
http://www.ehousechina.com.
Safe Harbor: Forward-Looking Statements
This press release contains statements that express the
Company's current opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or
future results and therefore are, or may be deemed to be,
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 (the "Act"). 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 possibility that financing may not be available; 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.
For investor and media inquiries please contact:
Investor Relations Department
E-House (China) Holdings
Limited
Phone: +86 (21) 6133-0809
E-mail: ir@ehousechina.com
Mr. Derek Mitchell
Ogilvy Financial
In the U.S.: +1 (646) 867-1888
In China: +86
(10) 8520-6139
E-mail: ej@ogilvy.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/e-house-enters-into-definitive-agreement-for-going-private-transaction-300252143.html
SOURCE E-House