SHANGHAI, April 6, 2018 /PRNewswire/ -- eHi Car Services
Limited ("eHi" or the "Company") (NYSE: EHIC), a leading car rental
and car services company in China,
today announced that it has entered into a definitive Agreement and
Plan of Merger (the "Merger Agreement") with Teamsport Parent
Limited ("Parent") and Teamsport Bidco Limited ("Merger Sub"), a
wholly owned subsidiary of Parent.
Pursuant to the Merger Agreement, Parent will acquire the
Company for cash consideration equal to US$6.75 per common share of the Company (each,
a "Share") or US$13.50 in cash
per American depositary share of the Company (each, an "ADS"),
each of which represents two Class A common shares of the Company,
other than Rollover Shares (as defined below) and ADSs representing
Rollover Shares, as applicable. This represents a 15.4%
premium over the closing price of US$11.70 per ADS as quoted by the NYSE on
November 24, 2017, and a premium of
20.8% and 22.8%, respectively, over the Company's 30- and 60-
trading day volume-weighted average price as quoted by the NYSE
prior to November 24, 2017, the last
trading day prior to the Company's announcement on November 27, 2017 that it had received a
non-binding "going private" proposal (which announcement was
updated on January 2, 2018 to reflect
the proposal from an affiliate of MBK Partners Fund IV, L.P. and
Mr. Ray Ruiping Zhang ("Mr. Zhang"),
the Chairman of the Board and Chief Executive Officer of the
Company). The merger consideration also represents an
increase of approximately 1.1% from the original US$6.675 per Share and US$13.35 per ADS offer price in the non-binding
"going private" proposal dated January 1,
2018 from an affiliate of MBK Partners Fund IV, L.P. and Mr.
Zhang. The consideration to be paid to holders of Shares and ADSs
implies an equity value for the Company of approximately
US$937.5 million.
Immediately following the consummation of the transactions
contemplated under the Merger Agreement, Parent will be
beneficially owned by a consortium (the "Consortium") comprising
new investors, including certain affiliates of MBK Partners Fund
IV, L.P., Baring Private Equity Asia Limited and Redstone Capital
Management (Cayman) Limited, and certain existing shareholders of
the Company, including L&L Horizon, LLC, an affiliate of Mr.
Zhang, The Crawford Group, Inc. ("Crawford") and Dongfeng Asset
Management Co. Ltd. (collectively, the "Rollover
Shareholders").
As of the date of the Merger Agreement, the members of the
Consortium beneficially own in the aggregate 15,528,160 Class A
common shares (including Class A common shares represented by
ADSs), which includes 5,264,080 ADSs that BPEA Teamsport Limited
("BPEA Teamsport"), an affiliate of Baring Private Equity Asia
Limited, has the right to acquire pursuant to the terms of a
Securities Purchase Agreement, dated as of February 23, 2018, between Tiger Global Mauritius
Fund and BPEA Teamsport, and 25,836,435 Class B common shares,
which represent in aggregate approximately 29.6% of the issued and
outstanding common shares of the Company and 37.5% of the
outstanding voting power of the Company.
Upon the terms and subject to the conditions of the Merger
Agreement, at the effective time of the merger (the "Effective
Time"), Merger Sub will merge with and into the Company, with the
Company surviving the merger as the surviving company (the
"Surviving Company") under Cayman
Islands law (the "Merger"), and each Share issued and
outstanding immediately prior to the Effective Time will be
cancelled and cease to exist in exchange for the right to receive
cash consideration equal to US$6.75
per Share, and each ADS will be cancelled in exchange for the right
to receive cash consideration of US$13.50 per ADS, in each case, without interest
and net of any applicable withholding taxes, except for (i) certain
Shares (the "Rollover Shares") held by the Rollover Shareholders,
(ii) Shares (including Shares represented by ADSs) held immediately
prior to the Effective Time by Parent, the Company or any of their
subsidiaries or by the Company's ADS depositary and reserved for
future issuance under the Company's share incentive plan, which
Shares will be cancelled without payment of any consideration, and
(iii) Shares held by holders who have validly exercised and
not effectively withdrawn or lost their rights to dissent from the
Merger in accordance with Section 238 of the Companies Law of the
Cayman Islands, which Shares will
be cancelled at the Effective Time of the Merger 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 Rollover Shares will not be cancelled at the
Effective Time and will continue as ordinary shares of the
Surviving Company.
The Consortium intends to fund the Merger through a combination
of (i) the proceeds from a committed loan facility of up to
US$200 million from Morgan Stanley
Senior Funding, Inc. and Deutsche Bank AG, Singapore Branch, pursuant to a debt
commitment letter, and (ii) cash contributions from MBK Partners
Fund IV, L.P., certain affiliates of Baring Private Equity Asia
Limited, Crawford and Redstone Capital Management (Cayman) Limited
pursuant to their respective equity commitment letters.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee formed by the board of
directors (the "Special Committee"), approved the Merger Agreement
and the transactions contemplated by the Merger Agreement (the
"Transactions"), including the Merger, and resolved to recommend
that the Company's shareholders authorize and approve the Merger
Agreement and the Transactions, including the Merger. The Special
Committee, which is comprised solely of independent directors of
the Company who are unaffiliated with Parent, Merger Sub or any
member of the Consortium or management of the Company, exclusively
negotiated the terms of the Merger Agreement with the Consortium
with the assistance of its independent financial and legal
advisors.
The closing of the Merger is currently expected to occur during
the second or third quarter of 2018, and is subject to the
satisfaction or waiver of the closing conditions set forth in the
Merger Agreement, including the requisite approval of the
shareholders of the Company and the consent of requisite holders of
the senior unsecured notes issued by the Company in 2015 and 2017,
if applicable, as well as certain other customary closing
conditions. The Merger Agreement and the Merger must be authorized
and approved by (i) a shareholders' special resolution passed by
the affirmative vote of holders of Shares representing at least
two-thirds of the voting power 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, (ii) a shareholders'
resolution passed by the affirmative vote of holders of Shares
representing a majority of the aggregate voting power of the Shares
and (iii) a shareholders' resolution passed by the affirmative
vote of holders of a majority of the total outstanding Class A
common shares of the Company.
Concurrently with the execution of the Merger Agreement, the
Rollover Shareholders, Parent, Teamsport Midco Limited ("Midco"),
the sole shareholder of Parent, and Teamsport Topco Limited
("Holdco"), the sole shareholder of Midco, entered into a
Contribution and Support Agreement, pursuant to which the Rollover
Shareholders have agreed (i) to vote all of their respective Shares
in favor of the authorization and approval of the Merger Agreement
and the Merger and (ii) to contribute their respective Shares in
exchange for newly issued shares of Holdco.
The Company and certain other participants in the Transactions
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 Transactions, the
Company and the other participants in the Transactions.
Duff & Phelps, LLC is serving as the financial advisor to
the Special Committee, Fenwick & West LLP is serving as U.S.
legal counsel to the Special Committee, Maples and Calder
(Hong Kong) LLP is serving as
Cayman Islands legal counsel to
the Special Committee and the Company, and O'Melveny & Myers
LLP is serving as U.S. legal counsel to the Company.
Weil, Gotshal & Manges LLP is serving as U.S. legal counsel
to the Consortium, Fangda Partners is serving as PRC legal counsel
to the Consortium, and Conyers Dill
& Pearman is serving as Cayman
Islands legal counsel to the Consortium.
Additional Information about the Transactions
The Company will furnish to the SEC a report on Form 6-K
regarding the proposed transactions described in this announcement,
which will include as an exhibit thereto the Merger Agreement. All
parties desiring details regarding the transactions contemplated by
the Merger Agreement, including 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
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT 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
shareholders with respect to the Merger. Information regarding the
persons or entities 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. Information regarding certain of
these persons and their beneficial ownership of the Company's
ordinary shares as of March 31, 2017,
is also set forth in the Company's Form 20-F, which was filed with
the SEC on April 27, 2017. 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 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 eHi Car Services Limited
eHi Car Services Limited (NYSE: EHIC) is a leading car rental
and car services provider in China. The Company's mission is
to provide comprehensive mobility solutions as an alternative to
car ownership by best utilizing existing resources and sharing
economy to create optimal value. eHi distinguishes itself
in China's fast-growing car rental and car services
market through its complementary business model, customer-centric
corporate culture, broad geographic coverage, efficient fleet
management, leading brand name, and commitment to technological
innovation. eHi is the exclusive strategic partner
in China of Enterprise, the largest car rental company in
the world, and is the designated and preferred business partner of
Ctrip, a leader in the online travel agency industry in China.
For more information regarding eHi, please
visit http://en.1hai.cn.
Safe Harbor
This news release may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. These forward-looking statements can be identified by
terminology such as "if," "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and similar
statements. Forward-looking statements involve risks, uncertainties
and other factors that could cause actual results to differ
materially from those contained in any such statements. Potential
risks and uncertainties include, but are not limited to,
uncertainties as to the expected benefits and costs of the proposed
Merger; the expected timing of the completion of the Merger; the
parties' ability to complete the Merger considering the various
closing conditions, including any conditions related to regulatory
approvals; the possibility that various closing conditions to the
Merger may not be satisfied or waived; how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made and other risks and
uncertainties discussed in the Company's filings with the U.S.
Securities and Exchange Commission, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company in connection with the Merger. 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:
In China:
eHi Car Services Limited
Tel: +86 (21) 6468-7000 ext. 8830
E-Mail: ir@ehic.com.cn
In the United States:
The Piacente Group, Inc.
Ms. Brandi Piacente
Tel: +1-212-481-2050
E-Mail: ehi@thepiacentegroup.com
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SOURCE eHi Car Services Limited