HANGZHOU, China, Feb. 18,
2025 /PRNewswire/ -- BEST Inc. (NYSE: BEST) ("BEST"
or the "Company"), a leading integrated smart supply chain
solutions and logistics services provider in China and Southeast
Asia, today announced that at an extraordinary general
meeting of shareholders (the "EGM") held on February 18, 2025 (Beijing Time), the Company's
shareholders voted in favor of, among other things, the proposal to
authorize and approve the previously announced agreement and plan
of merger (the "Merger Agreement"), dated as of June 19, 2024, among the Company, BEST Global
Partners, an exempted company with limited liability incorporated
under the laws of the Cayman
Islands ("Parent") and Phoenix Global Partners, an exempted
company with limited liability incorporated under the laws of the
Cayman Islands and a wholly-owned
subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub
will merge with and into the Company, with the Company continuing
as the surviving company and becoming a wholly owned subsidiary of
Parent (the "Merger"), the plan of merger required to be filed with
the Registrar of Companies of the Cayman
Islands in connection with the Merger (the "Plan of Merger")
and the consummation of the transactions contemplated by the Merger Agreement and the Plan of
Merger, including the Merger.
Over 62% of the Company's total outstanding class A, class B and class C ordinary
shares, including class A ordinary
shares represented by the Company's American depositary shares
(each representing twenty (20) class
A ordinary shares of the Company) (the "ADSs"), voted in
person or by proxy as a single class at the EGM. Each shareholder
has one vote for each class A ordinary share, 15 votes for each
class B ordinary share or 30 votes for each class C ordinary share.
These shares represented approximately 95% of the total outstanding
votes represented by the Company's total ordinary shares
outstanding on the record date of
January 16, 2025. The Merger
Agreement, the Plan of Merger and the transactions contemplated
thereby, including the Merger, were approved by over 99% of the
total votes cast at the EGM and therefore duly authorized and
approved by way of special resolutions as required by, and in
compliance with, the Companies Act of the Cayman Islands.
The completion of the Merger is subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement. The
Company will work with the other parties towards satisfying all
other conditions precedent to the Merger set forth in the Merger
Agreement and completing the Merger in due course. If and when
completed, the Merger would result in the Company becoming a
private company and its ADSs would no longer be listed or traded on
any securities exchange or quotation system, including the New York
Stock Exchange, and the Company's ADS program would be
terminated.
About BEST
BEST Inc. (NYSE: BEST) is a leading integrated smart supply
chain solutions and logistics services provider in China and Southeast
Asia. Through its proprietary technology platform and
extensive networks, BEST offers a comprehensive set of logistics
and value-add services, including freight delivery, supply chain
management and global logistics services. BEST's mission is to
empower business and enrich life by leveraging technology and
business model innovation to create a smarter, more efficient
supply chain. For more information, please visit:
http://www.best-inc.com/en/.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "confident" and similar statements.
Statements that are not historical or current facts, including
statements about beliefs and expectations, are forward-looking
statements. Forward looking statements involve factors, risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in these forward-looking
statements. Such factors, risks and uncertainties include the
possibility that the Merger will not occur as planned if events
arise that result in the termination of the Merger Agreement, if
the expected financing for the Merger is not available for any
reason, or if one or more of the various closing conditions to the
Merger are not 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 and the proxy statement filed
by the Company. Further information regarding these and other
factors, risks and uncertainties is included in the Company's
filings with the SEC. All information provided in this press
release is as of the date of the press release, and BEST undertakes
no duty to update such information, except as required under
applicable law.
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SOURCE BEST Inc.
