BlueCity Announces Shareholders’ Approval of Merger Agreement
29 Luglio 2022 - 12:00PM
BlueCity Holdings Limited (“BlueCity” or the “Company”) (NASDAQ:
BLCT), a leading online LGBTQ platform, today announced that at an
extraordinary general meeting of shareholders held today, 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
April 30, 2022, among the Company, Multelements Limited (the
“Parent”), and Diversefuture Limited, a wholly-owned subsidiary of
Parent (the “Merger Sub”), pursuant to which the Merger Sub will be
merged with and into the Company, with the Company being 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 (the “Plan of Merger”)
and the consummation of the transactions contemplated thereby,
including the Merger.
Approximately 48.1% of the Company’s total outstanding Class A
ordinary shares and Class B ordinary shares (together, the
“Shares”), including Class A ordinary shares represented by the
Company’s American depositary shares (the “ADSs”), voted in person
or by proxy at the extraordinary general meeting. Each shareholder
has one vote for each Class A ordinary share held and five votes
for each Class B ordinary share held. These shares represented
approximately 74.4% of the total outstanding votes represented by
the Company’s total Shares outstanding as of 10:00 a.m. (New York
City time) on the share record date on July 15, 2022. The Merger
Agreement, the Plan of Merger and the transactions contemplated
thereby, including the Merger, were approved by approximately 95.7%
of the total votes cast at the extraordinary general meeting, and
were therefore duly authorized and approved by way of special
resolutions as required by, and in compliance with, the Companies
Act of the Cayman Islands.
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 to the Merger Agreement
towards satisfying all other conditions precedent to the Merger set
forth in the Merger Agreement and complete the Merger as quickly as
possible. 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 Nasdaq Global Market, and the Company’s ADS program
would be terminated.
Safe Harbor Statement
This press release contains statements that express the
Company’s current opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or
future results and therefore are, or may be deemed to be,
“forward-looking statements” within the meaning of
the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as “if,” “will,” “expected” and similar
statements. Forward-looking statements involve inherent risks,
uncertainties and assumptions. Risks, uncertainties and assumptions
include: uncertainties as to how the Company’s shareholders will
vote at the meeting of shareholders; the possibility that competing
offers will be made; the possibility that financing may not be
available; the possibility that various closing conditions for the
transaction may not be satisfied or waived; and other risks and
uncertainties discussed in the Schedule 13E-3 transaction statement
and the proxy statement and other documents filed with
the United States Securities and Exchange Commission by
the Company and certain other filing persons. These forward-looking
statements reflect the Company’s expectations as of the date of
this press release. You should not rely upon these forward-looking
statements as predictions of future events. The Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
About BlueCity Holdings Limited
BlueCity (NASDAQ: BLCT) is a world-leading online LGBTQ
community providing a comprehensive suite of services to foster
connections and enhance the wellbeing of the LGBTQ community. The
company fulfills both the daily and lifelong needs of its members
through a wide range of targeted and tailored services, including
social networking, livestreaming and health-related services. With
commitment to providing high-quality user experience, ensuring
privacy protection, and promoting community health and well-being,
BlueCity has captured the hearts and minds of LGBTQ people across
the globe. Available in 13 languages, BlueCity’s mobile app Blued
has connected more than 60 million registered users in about 170
countries and regions.
For more information, please contact:
In China:
BlueCity Holdings LimitedInvestor RelationsPhone: +86
10-5876-9662Email: ir@bluecity.com
The Blueshirt GroupMs. Ally WangPhone: +86 139-0106-6802Email:
ally@blueshirtgroup.com
In the United States:
The Blueshirt GroupMs. Julia QianPhone: +1 973-619-3227Email:
Julia@blueshirtgroup.com
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