CM Seven Star Acquisition Corporation (“CM7Star” or the “Company”)
(NASDAQ:CMSS), a blank check company formed for the purpose of
entering into a business combination with one or more businesses,
today announced that it received a notice from its sponsor,
Shareholder Value Fund (the “Sponsor”), to extend the time required
for the Company to complete its proposed business combination with
Kaixin Auto Group (“Kaixin”), a leading premium used car dealership
network in China owned by, Renren Inc. (“Renren”) (NYSE:RENN) for
an additional three-months, ending April 30, 2019. Promptly after
delivering the notice, the Sponsor, or its designees, and Kaixin
deposited an aggregate amount of approximately $2.1 million,
representing $0.10 per public share, into the Company’s trust
account pursuant to the terms of the investment management trust
agreement entered into by the Company at the time of the Company’s
initial public offering and pursuant to the terms of the definitive
share exchange agreement previously entered into by the Company and
Kaixin.
On November 6, 2018, CM7Star announced it had entered into a
definitive share exchange agreement with Kaixin and its owner,
Renren, to acquire 100% of Kaixin’s equity holdings for an initial
consideration of approximately 28.3 million CM7Star shares, subject
to certain indemnification arrangements, in a transaction valued at
approximately $454 million. For further information about such
transaction, please refer to CM7Star’s SEC filings.
About CM Seven Star Acquisition
Corporation
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 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 HKSE listed Company. CM7Star 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. CM7Star’s efforts to identify a prospective target
business will not be limited to a particular industry or geographic
location.
About Renren Inc.
Renren Inc. (NYSE: RENN) operates a social networking service
(SNS) business, 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 self-owned
and affiliated dealers as well as value added and after-sale
services.
Forward-Looking Statements
This press release contains, and certain oral statements made by
representatives of CM Seven Star Acquisition Corporation, Kaixin
Auto Group, Renren Inc. and their respective affiliates, from time
to time may contain, "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. CM Seven Star Acquisition
Corporation's and Kaixin Auto Group's actual results may differ
from their expectations, estimates and projections and
consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as "expect,"
"estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "might" and "continues," and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, CM Seven Star Acquisition Corporation's, Kaixin Auto
Group's and Renren Inc.’s expectations with respect to future
performance and anticipated financial impacts of the business
combination, the satisfaction of the closing conditions to the
business combination and the timing of the completion of the
business combination. These forward-looking statements involve
significant risks and uncertainties that could cause actual results
to differ materially from expected results. Most of these factors
are outside the control of CM Seven Star Acquisition Corporation,
Kaixin Auto Group or Renren Inc. and are difficult to predict.
Factors that may cause such differences include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the share
exchange agreement relating to the proposed business combination;
(2) the outcome of any legal proceedings that may be instituted
against CM Seven Star Acquisition Corporation, Kaixin Auto Group or
Renren Inc. following the announcement of the share exchange
agreement and the transactions contemplated therein; (3) the
inability to complete the business combination, including due to
failure to obtain approval of the shareholders of CM Seven Star
Acquisition Corporation or other conditions to closing in the share
exchange agreement; (4) delays in obtaining or the inability to
obtain necessary regulatory approvals (including approval from
insurance regulators) required to complete the transactions
contemplated by the share exchange agreement; (5) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the share exchange agreement or could otherwise
cause the transaction to fail to close; (6) the inability to obtain
or maintain the listing of the post-acquisition company's ordinary
shares on NASDAQ following the business combination; (7) the risk
that the business combination disrupts current plans and operations
as a result of the announcement and consummation of the business
combination; (8) the ability to recognize the anticipated benefits
of the business combination, which may be affected by, among other
things, competition, the ability of the combined company to grow
and manage growth profitably and retain its key employees; (9)
costs related to the business combination; (10) changes in
applicable laws or regulations; (11) the possibility that Kaixin
Auto Group or the combined company may be adversely affected by
other economic, business, and/or competitive factors; and (12)
other risks and uncertainties to be identified in CM Seven Star
Acquisition Corporation's proxy statement (when available) relating
to the business combination, including those under "Risk Factors"
therein, and in other filings with the Securities and Exchange
Commission (“SEC”) made by CM Seven Star Acquisition Corporation,
Kaixin Auto Group and Renren Inc. CM Seven Star Acquisition
Corporation, Kaixin Auto Group and Renren Inc. caution that the
foregoing list of factors is not exclusive. CM Seven Star
Acquisition Corporation and Kaixin Auto Group caution readers not
to place undue reliance upon any forward-looking statements, which
speak only as of the date made. None of CM Seven Star Acquisition
Corporation, Kaixin Auto Group and Renren Inc. undertakes or
accepts any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions
or circumstances on which any such statement is based, subject to
applicable law. The information contained in any website referenced
herein is not, and shall not be deemed to be, part of or
incorporated into this press release.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transactions or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
No Assurances
There can be no assurance that the proposed business combination
will be completed, nor can there be any assurance, if the business
combination is completed, that the potential benefits of combining
the companies will be realized. The description of the business
combination contained herein is only a summary and is qualified in
its entirety by reference to the definitive agreements relating to
the business combination, copies of which will be filed by CM Seven
Star Acquisition Corporation with the SEC as an exhibit to a
Current Report on Form 8-K.
Additional Information and Where to Find It
In connection with the transaction described herein, CM Seven
Star Acquisition Corporation will file relevant materials with the
Securities and Exchange Commission (the “SEC”), including a proxy
statement on Schedule 14A. Promptly after filing its definitive
proxy statement with the SEC, CM Seven Star Acquisition Corporation
will mail 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
ACQUISITION CORPORATION 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 ACQUISITION CORPORATION WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT CM SEVEN STAR ACQUISITION CORPORATION, KAIXIN AUTO GROUP AND
THE TRANSACTION. The preliminary proxy statement, the definitive
proxy statement and other relevant materials in connection with the
transaction (when they become available), and any other documents
filed by CM Seven Star Acquisition Corporation with the SEC, may be
obtained free of charge at the SEC’s website (www.sec.gov) or by
writing to CM Seven Star Acquisition Corporation Suite 1306, 13th
Floor, AIA Central, 1 Connaught Road, Central, Hong Kong.
Participants in Solicitation
CM Seven Star Acquisition Corporation, Kaixin Auto Group, Renren
Inc., 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
Acquisition Corporation ordinary shares in respect of the proposed
transaction. Information about CM Seven Star Acquisition
Corporation’s directors and executive officers and their ownership
of CM Seven Star Acquisition Corporation’s ordinary shares is set
forth in CM Seven Star Acquisition Corporation’s Annual Report on
Form 10-K for the year ended December 31, 2017 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 will be
included in the proxy statement pertaining to the proposed
transaction when it becomes available. These documents can be
obtained free of charge from the sources indicated above.
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
CM Seven Star Acquisition Corp. (NASDAQ:CMSS)
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