China Index Holdings Limited (NASDAQ: CIH), (“CIH” or the
“Company”), a leading real estate information and analytics service
platform provider in China, today announced that its board of
directors (the “Board”) has received a preliminary non-binding
proposal letter (the “Proposal Letter”), dated August 23, 2022,
from Fang Holdings Limited (OTC: SFUNY) (“Fang” or the “Proposing
Buyer”), proposing to acquire all outstanding Class A ordinary
shares (the “Class A Shares”) and Class B ordinary shares (the
“Class B Shares”) (collectively, the “Shares”) of the Company,
including Class A Shares represented by American depositary shares
(the “ADSs”, each representing one Class A ordinary share), that
are not currently owned by the Proposing Buyer in a “going-private”
transaction. The consideration payable for each Share and each ADS
to be acquired will be US$0.84. According to the Proposal Letter,
the US$0.84 per Share/ADS price represents a premium of 20.0% to
the closing price of the ADSs on August 22, 2022 and a premium of
22.8% to the volume-weighted average closing price of the ADSs
during the last 30 trading days up to August 22, 2022. Fang
currently owns approximately 10.1% of all the issued and
outstanding Class A Shares and approximately 47.0% of all the
issued and outstanding Class B Shares, which represent
approximately 38.9% of the aggregate voting power of the Company.
According to the Proposal Letter, the Proposing Buyer intends to
finance the proposed acquisition with cash on hand. A copy of the
Proposal Letter is attached hereto as Annex A.
The Board intends to form a special committee of independent and
disinterest directors to consider the proposed transaction and make
a recommendation to the Board. The Board expects that the special
committee will retain independent legal and financial advisors to
assist in its review of the proposed transaction.
The Board cautions the Company’s shareholders and others
considering trading the Company’s securities that the Board has
just received the Proposal Letter and has not had an opportunity to
carefully review and evaluate the proposal or make any decision
with respect to the Company’s response to the proposal. There can
be no assurance that any definitive offer will be made, that any
agreement will be executed or that this or any other transaction
will be approved or consummated. The Company does not undertake any
obligation to provide any updates with respect to this or any other
transaction, except as required under applicable law.
About CIH
CIH operates a leading real estate information and analytics
service platform in China in terms of geographical coverage and
volume of data points. Its services span across database, analytics
and promotions services for China’s real estate markets. CIH serves
a substantial base of real estate participants in China, including
real estate developers, brokers and agents, property management
companies, financial institutions and individual professionals,
with an authoritative, comprehensive and seasonable collection of
real estate data, complemented by a variety of powerful analytical
and marketing tools. For more information about CIH, please visit
http://ir.chinaindexholdings.com.
About Fang
Fang operates a leading real estate Internet portal in China in
terms of the number of page views and visitors to its websites.
Through its websites, Fang provides primarily marketing, listing,
leads generation and financial services for China's fast-growing
real estate and home furnishing and improvement sectors. Its
user-friendly websites support active online communities and
networks of users seeking information on, and value-added services
for, the real estate and home furnishing and improvement sectors in
China. Fang currently maintains approximately 70 offices to focus
on local market needs and its website and database contains real
estate related content covering 658 cities in China. For more
information about Fang, please visit http://ir.fang.com.
Safe Harbor Statements
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. Such forward-looking statements are made under the “safe
harbor” provisions of the U.S. Private Securities Litigation Reform
Act of 1995.
All statements other than statements of historical fact in this
announcement are forward-looking statements, including but not
limited to, the approval and the consummation of the potential
transaction contemplated by the Proposal Letter or any alternative
transaction. These forward-looking statements can be identified by
terminology such as “will,” “expects,” “is expected to,”
“anticipates,” “aim,” “future,” “intends,” “plans,” “believes,”
“are likely to,” “estimates,” “may,” “should” and similar
expressions. Forward-looking statements involve inherent risks and
uncertainties and are based on current expectations, assumptions,
estimates and projections about CIH and the industry, and relate to
events that involve known or unknown risks, uncertainties and other
factors, all of which are difficult to predict and many of which
are beyond CIH’s control, which may cause its actual results,
performance or achievements to differ materially from those in the
forward-looking statements. Further information regarding these and
other risks, uncertainties or factors is included in CIH’s filings
with the U.S. Securities and Exchange Commission. CIH does not
undertake any obligation to update any forward-looking statement as
a result of new information, future events or otherwise, except as
required under law. Although CIH believes that the expectations
expressed in these forward-looking statements are reasonable, it
cannot assure you that its expectations will turn out to be
correct, and investors are cautioned that actual results may differ
materially from the anticipated results.
Annex A
August 23, 2022Board of Directors (the “Board”)China Index
Holdings LimitedTower A, No. 20 Guogongzhuang Middle StreetFengtai
District, Beijing 100070People’s Republic of China
Dear Members of the Board:
Fang Holdings Limited (“we”, “our” or “us”) is pleased to submit
this preliminary nonbinding proposal to acquire all outstanding
Class A ordinary shares (the “Class A Shares”) and Class B ordinary
shares (the “Class B Shares”, together with Class A Shares, the
“Shares”) of China Index Holdings Limited (the “Company”),
including Class A Shares represented by American depositary shares
(“ADSs”, each representing one Class A ordinary share), that are
not currently owned by us in a going-private transaction at a
purchase price of US$0.84 per Share or per ADS.
Our proposed purchase price represents a premium of 20.0% to the
closing price of the ADS on August 22, 2022, the last trading day
prior to the date hereof and a premium of 22.8% to the
volume-weighted average closing price of the ADSs during the last
30 trading days prior to the date hereof.
As you know, we currently own in aggregate approximately 10.1%
of all the issued and outstanding Class A Shares and approximately
47.0% of all the issued and outstanding Class B Shares, which
represent approximately 38.9% of the aggregate voting power of the
Company. We agree that the Company’s board of directors should
appoint a special committee of independent and disinterest
directors to consider our proposed transaction and make a
recommendation to the Board. We further agree that the special
committee shall retain its own independent legal and financial
advisors to assist in its review of our proposed transaction. We
will not move forward with the transaction unless it is approved by
such special committee.
None of the Company’s directors who are affiliated with us will
participate in the consideration of our proposal by the Company,
the special committee or the special committee’s advisors.
We currently intend that following completion of the proposed
transaction, the Company’s business will continue to be run in a
manner that is generally consistent with its current
operations.
Given our knowledge of the Company, we are in a position to
complete the transaction in an expedited manner and to promptly
enter into discussions regarding a merger agreement with the
special committee and its advisors providing for the acquisition of
the remaining Shares that are not currently owned by us. We expect
that the merger agreement will provide for representations,
warranties, covenants and conditions that are typical, customary
and appropriate for transactions of this type. We intend to fund
the proposed transaction with cash on hand. Accordingly, our
proposal would not be subject to any uncertainty or delay with
respect to any debt financing, and the proposed transaction will
not be subject to a financing condition.
We have engaged O’Melveny & Myers LLP as our legal advisor
for the proposed transaction.
Due to our obligations under the securities laws, we intend to
timely file a Schedule 13D amendment with the Securities and
Exchange Commission to disclose this proposal. However, we are sure
that you will agree with us that it is in all of our interests to
ensure that we otherwise proceed in a strictly confidential manner,
unless otherwise required by law, until we have executed a
definitive merger agreement relating to the proposed transaction or
terminated our discussions.
This letter constitutes only a preliminary indication of our
interest and does not constitute any binding commitment with
respect to the transactions proposed in this letter or any other
transaction. No agreement, arrangement or understanding between us
and the Company relating to any proposed transaction will be
created until such time as definitive documentation has been
executed and delivered by us and the Company and all other
appropriate parties.
We believe that our proposal represents an attractive
opportunity for the Company’s shareholders to receive a significant
premium to the current and recent prices of the ADSs. We welcome
the opportunity to meet with the special committee and/or its
advisors to discuss our proposal.
Should you have any questions regarding this proposal, please do
not hesitate to contact us. We look forward to hearing from
you.
[signatures page follows]
Sincerely,
Fang Holdings Limited
/s/ Jiangong Dai
Name:Richard Jiangong Dai
Title: Chairman of the Board
For investor and media inquiries, please contact:
Ms. Jessie Yang
Investor Relations
Email: CIH-IR@fang.com
China (NASDAQ:CIH)
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