SHANGHAI, Dec. 7, 2015 /PRNewswire/ -- Homeinns Hotel Group
("Homeinns" or the "Company") (NASDAQ: HMIN), a leading economy
hotel chain in China, today
announced that it has entered into a definitive Agreement and Plan
of Merger (the "Merger Agreement") with BTG Hotels Group (HONGKONG)
Holdings Co., Limited ("Holdco"), a wholly owned subsidiary of BTG
Hotels (Group) Co., Ltd., a PRC joint stock company that is listed
on the Shanghai Stock Exchange and principally engaged in the
management of hotels and tourism destinations (SHA: 600258) ("BTG
Hotels"), BTG Hotels Group (CAYMAN) Holding Co., Ltd ("Merger
Sub"), a wholly owned subsidiary of Holdco, and solely for the
purposes of certain sections of the Merger Agreement, BTG
Hotels.
Pursuant to the Merger Agreement, Holdco will acquire the
Company (other than Rollover Shares as defined below) for cash
consideration of US$17.90 in cash per
ordinary share of the Company (each, a "Share") or
US$35.80 in cash per American
depositary share of the Company (each, an "ADS"), each of
which represents two Shares. This represents an 18.7% premium
over the closing price of US$30.17
per ADS as quoted by the NASDAQ Global Market on June 10, 2015, and a premium of 29.4% and 36.6%,
respectively, over the Company's 30- and 60- trading day
volume-weighted average price as quoted by the NASDAQ prior to
June 10, 2015, the last trading day
prior to the Company's announcement on June 11, 2015 that it
had received a non-binding "going private" proposal from the buyer
group (the "Buyer Group") comprised of BTG Hotels, Poly
Victory Investments Limited ("Poly Victory"), Ctrip.com
International, Ltd. ("Ctrip"), Neil Nanpeng Shen, Co-Founder and
Co-Chairman of the Board of Directors of the Company, James
Jianzhang Liang, Co-Founder and Director of the Company and
Chairman of the Board of Directors and Chief Executive Officer of
Ctrip, and David Jian Sun, Chief
Executive Officer and Director of the Company. The merger
consideration also represents an increase of approximately 9.1%
from the original US$32.81 per ADS
and US$16.405 per Share offer price
in the Buyer Group's non-binding "going private" proposal dated
June 11, 2015.
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the merger (the "Effective Time"),
Merger Sub will merge with and into the Company, with the Company
surviving the merger as the surviving company (the "Surviving
Company") under Cayman Islands law
(the "Merger"), and each Share issued and outstanding
immediately prior to the Effective Time, will be cancelled and
cease to exist in exchange for the right to receive cash
consideration equal to US$17.90, and
each ADS will be cancelled in exchange for the right to receive
cash consideration of US$35.80 per
ADS, in each case, without interest and net of any applicable
withholding taxes, except for (i) certain of the Shares (the
"Rollover Shares") held by Poly Victory, Ctrip Travel Information
Technology (Shanghai) Co., Ltd., a
wholly owned subsidiary of Ctrip, Neil Nanpeng Shen, Smart Master
International Limited, David Jian
Sun, Peach Unity Investments Limited, Jason Xiangxin Zong,
President and Chief Operating Officer of the Company, and Wise
Kingdom Group Limited (collectively, the "Rollover Shareholders"),
(ii) Shares (including Shares represented by ADSs) held immediately
prior to the Effective Time by the Company or any of its
subsidiaries or by the Company's ADS depositary and reserved for
future issuance under the Company's share incentive plan, which
Shares will be cancelled without payment of any consideration or
distribution therefor, and (iii) Shares held by holders who
have validly exercised and not effectively withdrawn or lost their
rights to dissent from the Merger pursuant to Section 238 of the
Companies Law of the Cayman
Islands, which Shares will be cancelled at the Effective
Time of the Merger for the right to receive the fair value of such
Shares determined in accordance with the provisions of Section 238
of the Companies Law of the Cayman Islands. At the Effective
Time, all of the Rollover Shares will be converted into ordinary
shares of the Surviving Company.
As of the date of the Merger Agreement, the Rollover
Shareholders beneficially own in aggregate approximately 34.9% of
the issued and outstanding Shares.
BTG Hotels and Holdco intend to fund the Merger through the
proceeds from a committed loan facility of up to US$1.2 billion from Industrial and Commercial
Bank of China Limited, New York
Branch, pursuant to a debt commitment letter.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee formed by the board of
directors (the "Special Committee"), unanimously approved the
Merger Agreement and the transactions contemplated by the Merger
Agreement (the "Transactions"), including the Merger, and resolved
to recommend that the Company's shareholders authorize and approve
the Merger Agreement and the Transactions, including the Merger.
The Special Committee, which is comprised solely of independent
directors of the Company who are unaffiliated with Holdco, Merger
Sub or any member of the Buyer Group or management of the Company,
exclusively negotiated the terms of the Merger Agreement with the
Buyer Group with the assistance of its independent financial and
legal advisors.
The Merger is subject to receipt of certain required regulatory
approvals specified in the Merger Agreement and is currently
expected to close during the first half of 2016. It is also subject
to the approval of the Company's shareholders, the approval of BTG
Hotels' shareholders, as well as certain other customary closing
conditions. Pursuant to the Merger Agreement, the approval of the
Merger Agreement and the Transactions by the Company's shareholders
requires both (i) a special resolution in accordance with
Cayman Islands law by the
affirmative vote of holders of Shares representing at least
two-thirds of the Shares present and voting in person or by proxy
at a meeting of the Company's shareholders (the "Company
Shareholders' Meeting"), and (ii) so long as the Shares (excluding
Shares held by the Rollover Shareholders) present and voting in
person or by proxy at the Company Shareholders' Meeting exceed 50%
of all of the issued and outstanding Shares of the Company as of
the close of business on the record date established for the
Company Shareholders' Meeting, the affirmative vote of holders of
shares representing more than 50% of the Shares (excluding the
Shares held by the Rollover Shareholders) in person or by proxy at
the Company Shareholders' Meeting.
Concurrently with the execution of the Merger Agreement, BTG
Hotels, Holdco and the Rollover Shareholders entered into a Support
Agreement, pursuant to which the Rollover Shareholders have
agreed (i) to vote all of their respective Shares in favor of
the authorization and approval of the Merger Agreement and the
Merger and (ii) to receive no cash consideration in the Merger with
respect to the Rollover Shares.
The Company and certain other participants in the Transactions
will prepare and file with the U.S. Securities and Exchange
Commission (the "SEC") a Schedule 13E-3 transaction statement,
which will include a proxy statement of the Company. The
Schedule 13E-3 will include a description of the Merger Agreement
and contain other important information about the Transactions, the
Company and the other participants in the Transactions.
Credit Suisse Securities (USA)
LLC is serving as the financial advisor to the Special Committee,
Simpson Thacher & Bartlett LLP is serving as U.S. legal counsel
to the Special Committee, Maples and Calder is serving as
Cayman Islands legal counsel to
the Special Committee and the Company, and Fangda Partners is
serving as PRC legal counsel to the Special Committee. O'Melveny
& Myers LLP is serving as U.S. legal counsel to the Company,
and Commerce & Finance Law Offices is serving as PRC legal
counsel to the Company.
Huatai United Securities Co., Ltd., CITIC Securities Co., Ltd.
and UBS AG Hong Kong Branch are serving as the financial advisors
to the Buyer Group. Skadden, Arps, Slate, Meagher & Flom LLP is
serving as U.S. legal counsel to the Buyer Group, Jun He Law
Offices and East & Concord Partners are serving as PRC legal
counsel to the Buyer Group, and Walkers is serving as Cayman Islands legal counsel to the Buyer
Group.
Additional Information about the Transaction
The Company will furnish to the SEC a report on Form 6-K
regarding the proposed transactions described in this announcement,
which will include as an exhibit thereto the Merger Agreement. All
parties desiring details regarding the transactions contemplated by
the Merger Agreement, including 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, the Company will prepare and mail
a proxy statement to its shareholders. In addition, certain
participants in the Merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement that will
include the proxy statement. 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
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND RELATED
MATTERS. In addition to receiving the proxy statement and Schedule
13E-3 transaction statement 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.
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
shareholders with respect to the Merger. Information regarding the
persons or entities who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the Merger
when it is filed with the SEC. Information regarding certain of
these persons and their beneficial ownership of the Company's
ordinary shares as of February 28,
2015 is also set forth in the Company's Form 20-F, which was
filed with the SEC on April 24, 2015.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and Schedule
13E-3 transaction statement and the other relevant documents filed
with 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 Homeinns Hotel Group
Homeinns Hotel Group is a leading economy hotel chain in
China based on number of hotels
and hotel rooms as well as geographic coverage of the hotel chain.
Since the Company commenced operations in 2002, it has built
Homeinn as one of the best-known economy hotel brands in
China. In October of 2011, the
Company acquired Motel 168, another well-known hotel chain in
China, as its second economy hotel
brand. Homeinns Hotel Group aims to offer a consistent product and
high-quality services to primarily serve the fast growing
population of value-conscious individual business and leisure
travelers who demand clean, comfortable and convenient lodging.
Homeinns Hotel Group's ADSs, each of which represents two ordinary
shares, are currently trading on the NASDAQ Global Select Market
under the symbol "HMIN." For more information about Homeinns Hotel
Group, please visit http://english.homeinns.com.
Safe Harbor
This news release may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. These forward-looking statements can be identified by
terminology such as "if," "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and similar
statements. Forward-looking statements involve risks, uncertainties
and other factors that could cause actual results to differ
materially from those contained in any such statements. Potential
risks and uncertainties include, but are not limited to,
uncertainties as to the expected benefits and costs of the proposed
Merger; the expected timing of the completion of the Merger; the
parties' ability to complete the Merger considering the various
closing conditions, including any conditions related to regulatory
approvals; the possibility that various closing conditions to the
Merger may not be satisfied or waived; how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made and other risks and
uncertainties discussed in the Company's filings with the U.S.
Securities and Exchange Commission, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company in connection with the Merger. The Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
For investor and media inquiries, please contact:
Mingjia Ding
Homeinns Hotel Group
Tel: +86-21-3337-3333*3870
Email: mjding@homeinns.com
Cara O'Brien
FTI Consulting
Tel: +852-3768-4537
Email: cara.obrien@fticonsulting.com
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SOURCE Homeinns