SHANGHAI, May 4, 2021 /PRNewswire/ -- 51job, Inc.
(Nasdaq: JOBS) ("51job" or the
"Company"), a leading provider of integrated human resource
services in China, announced today that its Board of Directors
(the "Board") has received an updated preliminary non-binding
proposal letter dated May 4, 2021
(the "Proposal Letter") from DCP Services Limited, Ocean Link
Partners Limited, and Mr. Rick Yan,
the Chief Executive Officer of the Company (collectively, the
"Consortium"), with respect to the proposed "going-private"
transaction wherein the Consortium proposes to acquire all of the
outstanding common shares of the Company for US$79.05 in cash per common share (the "Proposed
Transaction"). A copy of the Proposal Letter is attached hereto as
Exhibit A.
The Consortium was formed in furtherance of the Proposed
Transaction initially set forth in the preliminary non-binding
proposal letter submitted by DCP Capital Partners, L.P. to the
Company on September 17, 2020, and
the Proposal Letter updates the preliminary non-binding proposal
letter accordingly.
As previously announced, the Board had formed a special
committee consisting of two independent directors (the "Special
Committee") to evaluate the Proposed Transaction or any alternative
strategic option that the Company may pursue. The Special Committee
will continue to evaluate the Proposed Transaction in light of the
latest development.
The Board and the Special Committee caution the Company's
shareholders and others considering trading the Company's
securities that the Board has just received the Proposal Letter and
that no decisions have been made with respect to the Proposed
Transaction or any alternative strategic option that the Company
may pursue. There can be no assurance that any definitive offer
will be made, that any definitive agreement relating to the
Proposed Transaction will be executed, or that this or any other
transaction will be approved or consummated. The Company does not
undertake any obligation to provide any updates with respect to the
Proposed Transaction or any other transaction, except as required
under applicable law.
About 51job
Founded in 1998, 51job is a leading provider of integrated human
resource services in China. With a comprehensive suite of HR
solutions, 51job meets the needs of enterprises and job seekers
through the entire talent management cycle, from initial
recruitment to employee retention and career development. The
Company's main online recruitment platforms (http://www.51job.com,
http://www.yingjiesheng.com, http://www.51jingying.com,
http://www.lagou.com, and http://www.51mdd.com), as well as mobile
applications, connect millions of people with employment
opportunities every day. 51job also provides a number of other
value-added HR services, including business process outsourcing,
training, professional assessment, campus recruitment, executive
search and compensation analysis. 51job has a call center in
Wuhan and a nationwide network of
sales and service locations spanning more than 30 cities across
China.
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," "targets," "confident" and similar
statements. Among other things, statements that are not historical
facts, including statements about 51job's beliefs and expectations,
as well as 51job's strategic and operational plans, are or contain
forward-looking statements. 51job may also make written or
oral forward-looking statements in its periodic reports to
the U.S. Securities and Exchange Commission, 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. All forward-looking statements are
based upon management's expectations at the time of the statements
and involve inherent risks and uncertainties. A number of factors
could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the following: execution of 51job's strategies and
business plans; growth and trends of the human resource services
industry in China; market
acceptance of 51job's products and services; competition in the
industry; 51job's ability to control costs and expenses; 51job's
ability to retain key personnel and attract new talent; relevant
government policies and regulations relating to 51job's industry,
corporate structure and business operations; seasonality in the
business; fluctuations in the value of the Renminbi against
the U.S. dollar and other currencies; risks related to acquisitions
or investments 51job has made or will make in the future;
accounting adjustments that may occur during the quarterly or
annual close or auditing process; and fluctuations in general
economic and business conditions in China and globally, including the impact of
the coronavirus or other pandemic. Further information regarding
these and other risks are included in 51job's filings with the U.S.
Securities and Exchange Commission. All information provided in
this press release and in the attachments is as of the date of the
press release and based on assumptions that 51job believes to be
reasonable as of this date, and 51job undertakes no obligation to
update any forward-looking statement, except as required under
applicable law.
Contact
Investor Relations, 51job, Inc.
Tel: +86-21-6879-6250
Email: ir@51job.com
Exhibit A
Updated Preliminary Non-Binding Proposal to Acquire
All Outstanding Shares in 51job, Inc.
May 4, 2021
The Board of Directors
51job, Inc.
Building 3, No. 1387 Zhang Dong Road
Shanghai 201203
People's Republic of China
Dear Members of the Board of Directors,
Reference is made to the preliminary non-binding proposal dated
September 17, 2020 (the "Original
Proposal," as amended and updated by this letter and as may be
further amended and updated from time to time, the
"Proposal") from DCP Capital Partners, L.P. (together with
its affiliated investment entities, "DCP") to acquire all of
the outstanding common shares of 51job, Inc. (the "Company,"
and such acquisition, the "Transaction").
We, DCP, Ocean Link Partners Limited (together with its
affiliated investment entities, "Ocean Link"), and Mr.
Rick Yan, the Chief Executive
Officer of the Company (collectively, the "Initial Consortium
Members"), are pleased to update the Proposal to, among other
things, inform you that we are forming a buyer consortium with
respect to the proposed Transaction (the "Consortium").
We believe that our Proposal provides an attractive opportunity
for the Company's shareholders. The Proposal represents a premium
of 25.38% to the Company's volume-weighted average price during the
last 30 days, and a premium of 28.89% to the Company's last closing
price on May 3, 2021.
The Proposal also represents a premium of 18.82% to the
Company's volume-weighted average price during the last 30 days
preceding the Original Proposal, and a premium of 16.05% to the
Company's last closing price immediately preceding the Original
Proposal.
Set forth below are the updated key terms of our Proposal:
- Consortium Members. The Initial Consortium Members have agreed
to work exclusively with each other in pursuing the proposed
Transaction. The Initial Consortium Members in the aggregate hold
approximately 17.62% of the total voting power of the Company's
issued and outstanding shares.
- Purchase Price. The consideration will be payable in cash at a
price equivalent to US$79.05 per
common share of the Company. We propose to acquire all of the
outstanding common shares of the Company and the American
Depositary Shares of the Company (each, an "ADS",
representing one common share of the Company), in each case other
than those ADSs or common shares that may be rolled over in
connection with the proposed Transaction.
- Funding. We intend to fund the Transaction with equity capital
and debt financing. We expect the commitments for the required
funding, subject to the terms and conditions set forth in the
equity and debt financing documents, to be in place when the
definitive agreements for the Transaction (the "Definitive
Agreements") are signed. Equity financing will be provided by
the Initial Consortium Members and any additional members we may
accept into the Consortium.
- Due Diligence. The Initial Consortium Members, together with
our advisors, have significant experience in structuring and
consummating transactions of this type. We believe that we will be
in a position to complete customary legal, financial, and
accounting due diligence for the Transaction in a timely manner and
in parallel with discussions on the Definitive Agreements.
- Definitive Agreements. We are prepared to promptly negotiate
and finalize Definitive Agreements providing for the Transaction.
These documents will provide for representations, warranties,
covenants, and conditions that are typical, customary, and
appropriate for transactions of this type.
- Process. We believe that the Transaction will provide superior
value to the Company's shareholders. We understand that the
Company's Board of Directors has established a special committee
(the "Special Committee") comprised of independent directors
to evaluate our Proposal and any alternative strategic options that
the Company may pursue. We look forward to promptly engaging with
the Special Committee and its advisors to discuss our Proposal.
In considering our Proposal, you should be aware that the Initial
Consortium Members are interested only in pursuing the Transaction
and do not intend to sell their shares in any other transaction
involving the Company.
- About DCP. DCP is a leading international private equity firm
founded by experienced private equity investors in Greater China. The DCP team previously led KKR
and Morgan Stanley's private equity businesses in Asia, with an outstanding long-term track
record across multiple economic cycles. DCP is supported by a
diverse group of world-class long-term institutional investors
around the globe. Over the past 28 years, the DCP team has led a
number of successful transactions and nurtured numerous industry
leaders in China such as Ping An
Insurance, Mengniu Dairy, Haier Electronics, China International
Capital Corp, Venus Medtech, Dongbao Pharmaceutical, Oriental
Yuhong, YFD Education, Xingsheng Selected, Simple Love Yoghurt,
Nanfu Battery, Far East Horizon, COFCO Meat, Hotwon, Hengan Intl.,
Belle Intl., Modern Dairy and United
Envirotech. Combining its global investment experience and
extensive local network, the DCP team has accumulated deep industry
knowledge and strong operational capabilities. As a disciplined and
operationally focused investor, DCP is committed to building
long-term, win-win partnerships with portfolio companies and
support value creation initiatives.
- About Ocean Link. Ocean Link is a private equity firm with a
focus on China's consumer, travel
and TMT sectors. Ocean Link currently manages two USD funds and an RMB Fund. With teams in
Shanghai, Beijing and Hong
Kong, Ocean Link invests in the leading companies across the
value chain and sub-verticals of the abovementioned sectors.
- No Binding Commitment. This letter constitutes only a
preliminary proposal and does not constitute any binding offer or
commitment with respect to the Transaction. Any binding legal
obligations will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in
such documentation.
In closing, we would like to express our commitment to working
together to bring this Transaction to a successful and timely
conclusion. Should you have any questions regarding our Proposal,
please do not hesitate to contact us. We look forward to hearing
from you.
Sincerely,
DCP Services Limited
By: /s/ Julian
Wolhardt
Name: Julian Wolhardt
Title: Director
Ocean Link Partners Limited
By: /s/ Tony Tianyi
Jiang
Name: Tony Tianyi Jiang
Title: Partner
Rick Yan
/s/ Rick
Yan
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SOURCE 51job, Inc.