Jumei International Holding Limited (NYSE: JMEI) (“Jumei” or the
“Company”), a fashion and lifestyle solutions provider in China,
today announced that it has entered into a definitive Agreement and
Plan of Merger (the “Merger Agreement”) with Super ROI Global
Holding Limited, a business company organized and existing under
the laws of the British Virgin Islands (“Parent”), and Jumei
Investment Holding Limited, an exempted company incorporated in the
Cayman Islands and a wholly-owned subsidiary of Parent
(“Purchaser”), pursuant to which Parent and Purchaser will acquire
all the outstanding class A ordinary shares of the Company, par
value $0.00025 per share (each a “Class A Ordinary Share”) and
American depositary share each representing ten Class A Ordinary
Share (each an “ADS”), other than Class A Ordinary Shares and ADSs
owned by Purchaser. Parent is ultimately wholly-owned by Mr. Leo Ou
Chen (“Mr. Chen”), the founder, chairman of board of directors,
chief executive officer and acting chief financial officer of the
Company. Mr. Chen, Parent and Purchaser (collectively, the “Buyer
Group”) currently beneficially holds 50,892,198 class B ordinary
shares of the Company (the “Class B Ordinary Shares”, together with
the Class A Ordinary Shares, the “Shares”), representing
approximately 44.6% of the outstanding Shares and 88.9% of the
total voting power represented by all outstanding Shares of the
Company.
Under the terms of the Merger Agreement, Purchaser will promptly
commence a tender offer (the “Offer”) to acquire all the
outstanding Class A Ordinary Shares of the Company (including Class
A Ordinary Shares represented by ADSs) not owned by Purchaser at a
price of $2.0 per Share or $20.0 per ADS in cash, without interest
and less $0.05 per ADS cancellation fees, $0.02 per ADS depositary
service fees and other related fees and withholding taxes (the
“Offer Price”). The closing of the tender offer will be subject to
several conditions, including (i) the tender by a number of Class A
Ordinary Shares (including Class A Ordinary Shares represented by
ADSs) that, together with any other Shares owned by Purchaser,
constitutes at least 90% of the total voting power represented by
the outstanding Shares, (ii) Purchaser and Parent shall have
sufficient funds, after taking into consideration the aggregate
proceeds of a debt financing, cash on hand of Purchaser, Parent,
the Company and its subsidiaries, available lines of credit and
other sources of immediately available funds available to Purchaser
and Parent, to pay the aggregate Offer Price (assuming all of the
Class A Ordinary Shares and ADSs that are issued and outstanding
and not owned by Purchaser are validly tendered and not properly
withdrawn) and all fees and expenses expected to be incurred in
connection with the Offer and (iii) other customary conditions.
After completion of the tender offer, Parent will acquire all
remaining Shares not held by Purchaser through a “short-form”
merger (the “Merger”) of Purchaser and the Company in which the
Company will be the surviving company and will become a
wholly-owned subsidiary of Parent. Pursuant to the terms of the
Merger Agreement, at the effective time of the Merger (the
“Effective Time”) each Class A Ordinary Share issued and
outstanding immediately prior to the Effective Time, other than the
Excluded Shares (as defined in the Merger Agreement), will be
cancelled and cease to exist, in exchange for the right to receive
$2.0 in cash without interest, and each outstanding ADS, other than
the ADSs representing the Excluded Shares, will be cancelled in
exchange for the right to receive $20.0 in cash without interest
and less $0.05 per ADS cancellation fees, $0.02 per ADS depositary
service fees and other related fees and withholding taxes (the
“Merger Consideration”).
At the Effective Time, each (i) outstanding and vested
option (each, a “Vested Option”) to purchase Class A Ordinary
Shares under the Company’s share incentive plans will be cancelled,
and each holder of a Vested Option will have the right to receive
an amount in cash determined by multiplying (x) the excess, if
any, of $2.0 over the applicable exercise price of such Vested
Option by (y) the number of Class A Ordinary Shares
underlying such Vested Option; (ii) each outstanding but
unvested option to purchase Class A Ordinary Shares under the
Company’s share incentive plans will be cancelled for no
consideration; (iii) each outstanding and vested restricted share
unit (each a “Vested RSU”) under the Company’s share incentive
plans will be cancelled, and each holder of a Vested RSU will have
the right to receive an amount in cash determined by multiplying
(x) $2.0 by (y) the number of Class A Ordinary
Shares underlying such Vested RSU; and (iv) each outstanding but
unvested restricted share unit under the Company’s share incentive
plans will be cancelled for no consideration.
The Offer Price and the Merger Consideration represents a
premium of 14.7% to the closing price of the Company’s ADSs on
January 10, 2020, the last trading day prior to the Company’s
announcement of its receipt of the “going-private” proposal, and a
premium of 29.3% to the closing price of the Company’s ADSs on
February 24, 2020, the last trading day prior to the execution of
the Merger Agreement.
The Buyer Group intends to fund the Offer and the Merger with
debt financing, cash on hand of Purchaser, Parent, the Company and
its subsidiaries, available lines of credit and other funds
available to Purchaser and Parent. The Buyer Group has delivered a
copy of an executed debt commitment letter to the Company pursuant
to which Tiga Investments Pte. Ltd. will provide, subject to the
terms and conditions set forth therein, an amount sufficient to
fund in full the consummation of the Offer, the Merger and the
other transactions related thereto.
The Company’s board of directors (the “Board”), acting upon the
unanimous recommendation of a committee of independent and
disinterested directors established by the Board (the “Special
Committee”), approved the Merger Agreement, the Offer and the
Merger. The Special Committee negotiated the terms of the Merger
Agreement with the assistance of its financial and legal advisors.
Because the Merger is a “short-form” merger in accordance with
section 233(7) of the Companies Law of the Cayman Islands, with the
Company being the company surviving the Merger, the Merger does not
require a shareholder vote or approval by special resolution of the
Company’s shareholders if a copy of the Plan of Merger is given to
every registered shareholder of the Company.
The Merger is currently expected to close in the second quarter
of 2020. If completed, the Merger will result in the Company
becoming a privately-owned company wholly owned directly by Parent,
its ADSs will no longer be listed on the New York Stock Exchange,
and the ADS program will be terminated.
Houlihan Lokey (China) Limited is serving as financial advisor
to the Special Committee; Hogan Lovells is serving as U.S. legal
counsel to the Special Committee; certain legal matters of Cayman
Islands law with respect to the Merger are advised upon for the
Special Committee by Harneys.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as
U.S. legal counsel to the Buyer Group; and Conyers Dill &
Pearman is serving as Cayman legal counsel to the Buyer Group.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND
IT
The Company will furnish to the U.S. Securities and
Exchange Commission (the “SEC”) a current 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).
The tender offer for the outstanding
Class A Ordinary Shares
and ADSs of the Company described
above has not yet commenced. This communication is
for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell
securities of the Company, nor is it a
substitute for the tender offer materials that Parent
and Purchaser will file with the SEC upon commencement of
the tender offer. On the commencement date of the tender offer, a
combined tender offer statement and Rule 13E-3 transaction
statement under cover of Schedule TO, including an offer to
purchase, letters of transmittal and related documents, will be
filed with the SEC by Parent and Purchaser, a
Solicitation/Recommendation Statement on Schedule 14D-9 and a
Schedule 13E-3 transaction statement will be filed
with the SEC by the Company. The offer to
purchase Class A Ordinary Shares and ADSs will only be made
pursuant to the offer to purchase, the
letters of transmittal and
related documents filed as a part of the Schedule TO. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY
ARE URGED TO READ THE TENDER OFFER STATEMENT, THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER AND THE
SCHEDULE 13E-3 TRANSACTION STATEMENT CAREFULLY AND
IN THEIR ENTIRETY, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders of the
Company may obtain a free copy of these materials
(when available) and other documents filed with the SEC at the
website maintained by the SEC at www.sec.gov or by directing such
requests to the exchange agent for the tender offer which will be
named in the tender offer statement. Copies of the Company’s
filings with the SEC may be obtained free of charge at the
“Investor Relations” section of the Company’s website
at http://ir.jumei.com/ or by directing a request to:
Jumei International Holding Limited, 20th Floor, Tower B,
Zhonghui Plaza, 11 Dongzhimen South Road, Dongcheng District,
Beijing 100007, People’s Republic of China, Attn: Investor
Relations, +86 10-56766999 or ir@jumei.com.
About Jumei
Jumei (NYSE: JMEI) is a fashion and lifestyle solutions provider
with a diversified portfolio of products on offer in China. Jumei
sells branded beauty, baby, children and maternity products, light
luxury products, as well as health supplements through its
e-commerce platform. Jumei has invested in adjacent fashion and
lifestyle businesses such as Jiedian, a mobile device power bank
operating company, and TV drama series production, to expand its
service offerings. These investments will further expand and
strengthen Jumei’s ecosystem as it seeks to benefit from China’s
transition into the new retail era.
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” and similar statements. Statements that are
not historical facts, including statements about Jumei’s beliefs
and expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties, including the
possibility that the Tender Offer or Merger will not occur as
planned if events arise that result in the termination of the
Merger Agreement, if the expected financing is not available for
any reason, or if one or more of the various closing conditions to
the Offer or the Merger are not satisfied or waived, and other
risks and uncertainties regarding the Merger Agreement, the Offer
and the Merger that will be discussed in the Schedule TO and
Schedule 13E-3 to be filed with the SEC. A number of factors could
cause actual results to differ materially from those contained in
any forward-looking statement All information provided in this
press release is as of the date of this press release, and Jumei
does not undertake any obligation to update any forward-looking
statement, except as required under applicable law.
For more information, please contact:
ChristensenIn ChinaMr. Christian ArnellPhone:
+86-10-5900-1548E-mail: carnell@christensenir.com
In United StatesMs. Linda BergkampPhone: +1-480-614-3004Email:
lbergkamp@christensenir.com
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