SHANGHAI, Dec. 28, 2011 /PRNewswire-Asia-FirstCall/ --
China Real Estate Information Corporation ("CRIC" or the "Company")
(NASDAQ: CRIC), a leading provider of real estate information,
consulting and online services in China, today announced that it has entered
into an Agreement and Plan of Merger, dated December 28, 2011 (the "Merger Agreement"), with
E-House (China) Holdings Limited
("E-House") (NYSE: EJ), a Cayman
Islands company and the majority shareholder of the Company,
and CRIC (China) Holdings Limited
("Merger Sub"), a newly-formed Cayman
Islands company and a direct wholly-owned subsidiary of
E-House. Upon the successful consummation of the transaction
contemplated by the Merger Agreement, Merger Sub will be merged
with and into the Company and the Company will become a
wholly-owned subsidiary of E-House (the "Merger").
Pursuant to the Merger Agreement, upon the terms and subject to
the conditions thereof, at the effective time of the Merger, each
of the Company's ordinary shares ("CRIC shares") issued and
outstanding immediately prior to the effective time of the Merger
(including CRIC shares represented by American depositary shares
("CRIC ADSs"), each of which represents one CRIC share) will be
cancelled in exchange for the right to receive cash consideration
of $1.75, without interest, plus, in
the case of each CRIC share (not including CRIC shares represented
by CRIC ADSs), 0.6 E-House ordinary shares ("E-House shares"), or,
in the case of each CRIC share represented by a CRIC ADS, 0.6
E-House American depositary shares ("E-House ADSs"), each of which
represents one E-House share. The consideration to be received by
CRIC shareholders in the Merger represents an increase by E-House
of $0.15 (from $1.60 to $1.75) of
the cash portion of the consideration per CRIC share and CRIC ADS
initially proposed in the previously announced non-binding proposal
E-House delivered to the Company's board of directors on
October 28, 2011.
Notwithstanding the consideration generally payable to CRIC
shareholders in the Merger, CRIC shares (including CRIC shares
represented by CRIC ADSs) that at the effective time of the Merger
are (1) beneficially owned by E-House, Merger Sub, or any
wholly-owned subsidiaries of CRIC, (2) issued to the depositary
bank which maintains CRIC's American depositary share program and
reserved for future grants under CRIC's share incentive plan, or
(3) held by CRIC in treasury either in the form of CRIC shares or
CRIC ADSs (collectively, the "Excluded CRIC Shares") will be
cancelled in the Merger and no consideration will be delivered or
deliverable in exchange therefor, and each CRIC share owned by
shareholders who have validly exercised and have not effectively
withdrawn or lost their appraisal rights under the Cayman Islands
Companies Law, as amended, will be cancelled for the appraised or
agreed value under the Cayman Islands Companies Law.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee formed by the Company's
board of directors (the "Special Committee"), approved the Merger
Agreement and the Merger and resolved to recommend that the
Company's shareholders vote to approve the Merger Agreement and the
Merger. The Special Committee, which is composed solely of CRIC
directors unrelated to E-House or Merger Sub, negotiated the terms
of the Merger Agreement with the assistance of its financial and
legal advisors.
In addition to certain other customary closing conditions, the
Merger is subject to the approval of the Merger Agreement and the
Merger by an affirmative vote of shareholders representing (1)
two-thirds or more of the ordinary shares present and voting in
person or by proxy at a meeting of the Company's shareholders which
will be convened to consider the approval of the Merger Agreement
and the Merger, and (2) a majority of the outstanding CRIC shares
(other than the Excluded CRIC Shares). E-House currently owns
approximately 54.1% of the outstanding CRIC shares and has advised
the Company's board of directors that it intends to vote in favor
of the approval of the Merger Agreement and the Merger. The Company
currently expects the Merger to close around the middle of 2012.
However, there can be no assurance that the Merger will be
completed by or around the middle of 2012 or at all. If completed,
the Merger will result in the Company becoming a privately-held and
wholly-owned subsidiary of E-House and CRIC ADSs will no longer be
listed on the NASDAQ Global Select Market.
Credit Suisse Securities (USA)
LLC is serving as exclusive financial advisor to the Special
Committee. Shearman & Sterling LLP is serving as U.S. legal
advisor to the Special Committee.
O'Melveny & Myers LLP is serving as U.S. legal advisor to
the Company and Maples and Calder is serving as Cayman Islands legal advisor to the Company.
Latham & Watkins LLP is serving as U.S. legal advisor to Credit
Suisse Securities (USA) LLC.
Additional Information about the Merger
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the Merger
and this announcement, which will include the Merger Agreement
related to the Merger. 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).
In connection with the Merger, certain participants in the
Merger will prepare and mail to the Company's shareholders a
Schedule 13E-3 transaction statement and a registration statement
on Form F-4 (which will include a proxy statement/prospectus
relating to the Merger and the Merger Agreement). These documents
will be filed with or furnished to the SEC. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS. In
addition to receiving the Schedule 13E-3 transaction statement
and Form F-4 by mail, shareholders also will be able to obtain
these documents, as well as other filings containing information
about the Company, the Merger and related matters, without charge,
from the SEC's website (http://www.sec.gov) or at the SEC's public
reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition,
these documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
China Real Estate Information Corporation
No. 383 Guangyan Road
Shanghai, PRC 200072
People's Republic of China
Phone: +86 (21) 6086 7500
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from
CRIC shareholders with respect to the Merger. Information regarding
the persons who may be considered "participants" in the
solicitation of proxies will be set forth in Form F-4 and
Schedule 13E-3 transaction statement relating to the Merger
when it is filed with or furnished to the SEC. Additional
information regarding the interests of such potential participants
will be included in the Form F-4 and Schedule 13E-3
transaction statement and the other relevant documents filed with
or furnished to the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the Merger proceed.
About CRIC
China Real Estate Information Corporation (NASDAQ: CRIC) is a
leading provider of real estate information, consulting and online
services with a presence in over 170 cities across China. CRIC, a subsidiary of E-House, merged
with the online real estate business of SINA Corporation (NASDAQ:
SINA) upon the completion of CRIC's initial public offering and
listing of CRIC ADSs on the NASDAQ Global Select Market in
October 2009. Leveraging its
proprietary, advanced and comprehensive real estate information
database and analysis system, CRIC provides a broad range of real
estate-related services to all participants in the real estate
value chain, including developers, suppliers, agents, brokers,
service providers and individual consumers. CRIC's services include
subscription-based information services, customized consulting
services and online services through several real estate websites
that provide region-specific real estate information and access to
online communities. For more information about CRIC, please visit
http://www.cric.com.
Safe Harbor: Forward-Looking Statements
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of Section
21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements can be identified by terminology such as
"may," "will," "expect," "anticipate," "aim," "estimate," "intend,"
"plan," "believe," "likely to" or other similar expressions. CRIC
may also make written or oral forward-looking statements in its
reports filed or furnished with the U.S. Securities and Exchange
Commission, 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 CRIC's beliefs and expectations, are
forward-looking statements and are subject to change.
Forward-looking statements involve inherent risks and
uncertainties. A number of important factors could cause actual
results to differ materially from those contained, either expressly
or impliedly, in any of the forward-looking statements in this
press release. These factors include the risk factors detailed in
CRIC's filings with the U.S. Securities and Exchange Commission.
All information provided in this press release is current as of the
date of this press release, and CRIC does not undertake any
obligation to update any such information, except as required under
applicable law.
For investor and media inquiries please contact:
In China:
Michelle Yuan
Director, Investor Relations
China Real Estate Information Corporation
Phone: +86 (21) 6086-7369
E-mail: michelleyuan@cric.com
Derek Mitchell
Ogilvy Financial, Beijing
Phone: +86 (10) 8520-6284
E-mail: cric@ogilvy.com
In the U.S.:
Jessica Barist Cohen
Ogilvy Financial, New York
Phone: +1 (646) 460-9989
E-mail: cric@ogilvy.com
SOURCE China Real Estate Information Corporation