PHOENIX, Nov. 3, 2022
/PRNewswire/ -- Renren Inc. (NYSE: RENN)
("Renren" or the "Company"), an
operator of several US-based SaaS businesses, today announced
that its board of directors declared a special cash
distribution in connection with the settlement contemplated by the
Stipulation of Settlement, dated as of October 7, 2021 and as amended on May 27, 2022 (the "Stipulation").
As previously announced, the New York
State Supreme Court, Commercial Division entered the Final
Order and Judgment on June 9, 2022
(the "June 9 Final
Order"), which, among other things, approves the
Stipulation and the transactions contemplated thereby. The
June 9 Final Order became final as of
October 20, 2022 following a
withdrawal of appeal by certain parties.
The special cash distribution will be paid from a settlement
account funded by the Defendants (as defined in the Stipulation) in
its entirety without any contribution from Renren and thus will not
impact Renren's financial position, liquidity or profitability.
Renren will continue to operate its several SaaS businesses before
and after the special cash distribution, and it intends to remain a
public company listed on The New York Stock Exchange (the
"NYSE"). A total of US$300
million has been contributed into the settlement account by
the Defendants. After reductions for certain settlement expenses,
including attorneys' fees and expenses awarded by the court to the
plaintiffs' counsel, approximately US$247.1
million will be available for distribution from the
settlement account.
The special cash distribution is payable to all holders of
Renren's Class A ordinary shares (including those in the form of
Renren American Depositary Shares ("ADSs"), each one
(1) ADS currently representing 45 Renren Class A ordinary shares)
of record as of 5:00 p.m. Eastern Time on November 21, 2022 (the "Record
Date"), other than the Defendants and D&O Releasees
(each as specifically identified in the Stipulation). The amount of
the special cash distribution is US$0.7013 per Class A ordinary share, or
US$31.5585 per ADS, in each case,
prior to deduction of applicable taxes, fees and expenses. Pursuant
to the Renren ADS Deposit Agreement (as amended), the Depositary
will charge a special cash distribution fee of US$0.05 per ADS held, which will be borne by the
holders of ADSs.
The special cash distribution is expected to be paid on
December 21, 2022. Due bill period is
expected to run from November 18, 2022 to December 21, 2022. Due bills function to track
trades of stock in the interim period and ensure the right stock
holder receives the special distribution. In order to receive the
special cash distribution, you must continue to hold your Renren
ADSs at least through the market close on the special cash
distribution payment date, which is expected to be
December 21, 2022.
According to the NYSE, the Ex-Dividend date for NYSE trading
will be December 22, 2022. The
Ex-Dividend date is the date on which the NYSE will reset the
opening trading price of Renren's ADSs to reflect the payment of
the special cash distribution. If you buy Renren ADSs on or
after the Ex-Dividend date, you will not receive the special cash
distribution.
Renren expects that trading for its ADSs will be extremely
volatile given the per ADS value of the special cash distribution
compared to the current trading price of Renren's ADS. In
particular, volatility is expected to be high on and around
December 21, 2022, the last date on
which purchasers of ADSs on the NYSE will obtain the right to
receive the special cash distribution with respect to the purchased
ADSs, and on and around December 22,
2022, the Ex-Dividend date.
The trading price for Renren's ADSs on the ex-dividend date is
expected to be much lower than the closing price on the last
trading date before the ex-dividend date, to reflect the amount of
the special cash distribution. To the extent that Renren's
ADSs trade below US$1.00 per ADS for
an extended period of time, or at a price viewed to be an
abnormally low selling price under NYSE rules, Renren's ADSs may be
suspended from trading on the NYSE and ultimately delisted.
About Renren Inc.
Renren Inc. (NYSE: RENN) operates several US-based SaaS
businesses including Chime, a CRM and Marketing Automation
platform, and Trucker Path, a trip-planning and business app for
long-haul truckers. Renren's ADSs, each currently
representing 45 Class A ordinary shares of the Company, are traded
on the NYSE under the symbol "RENN".
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. Renren may also make written or oral
forward-looking statements in its filings with the U.S.
Securities and Exchange Commission (the "SEC"), in its annual
report to shareholders, in press releases and other written
materials and in oral statements made by its officers, directors or
employees to third parties. Statements that are not historical
facts, including statements about Renren's beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties, which could
cause actual results to differ from the forward-looking
statements. The Company cautions investors that the
forward-looking statements included in this press release are not a
guarantee of future events, and that actual events may differ
materially from those made in or suggested by the forward-looking
statements. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, they
do involve assumptions, risks and uncertainties, and these
expectations may prove to be incorrect. Investors should not place
undue reliance on these forward-looking statements, which speak
only as of the date of this press release. Further information
regarding these and other risks is included in our annual report on
Form 20-F and other documents filed with the SEC. All
information provided in this press release is as of the date of
this press release, and Renren does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
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SOURCE Renren Inc.