SHANGHAI, June 21, 2021 /PRNewswire/ -- 51job,
Inc. (Nasdaq: JOBS) ("51job",
or the "Company"), a leading provider of integrated human resource
services in China, announced today
that it has entered into a definitive Agreement and Plan of Merger
(the "Merger Agreement") with Garnet Faith Limited, an exempted
company with limited liability incorporated under the law of the
Cayman Islands ("Merger Sub"),
pursuant to which, and subject to the terms and conditions thereof,
Merger Sub will merge with and into the Company (the
"Merger") with the Company being the surviving company
("Surviving Company"), in a transaction implying an equity value of
the Company of approximately US$5.7
billion in which the Company will be acquired by a
consortium of investors (the "Consortium").
Pursuant to the terms of the Merger Agreement, at the effective
time of the Merger (the "Effective Time"), each common share, par
value US$0.0001 per share, of the
Company (each, a "Common Share" or a "Share") issued, outstanding
and not represented by American depositary shares of the Company
(each, an "ADS," representing one Common Share) immediately prior
to the Effective Time, other than the Excluded Shares, the
Continuing Shares and the Dissenting Shares (each as defined in the
Merger Agreement), will be cancelled and cease to exist, in
exchange for the right to receive US$79.05 in cash per Share without interest (the
"Per Share Merger Consideration"), and each outstanding ADS, other
than ADSs representing Excluded Shares and Continuing Shares,
together with each Share represented by such ADS, will be cancelled
in exchange for the right to receive US$79.05 in cash per ADS without interest (the
"Per ADS Merger Consideration" and, together with the Per Share
Merger Consideration, the "Merger Consideration").
At the Effective Time, each (i) option to purchase Shares that
shall have become vested or is expected to vest on or prior to
September 30, 2021 and remains
outstanding at the Effective Time (a "Vested Company Option") will
be cancelled, and each holder of a Vested Company Option which is
cancelled at the Effective Time will have the right to receive, as
soon as practicable after the Effective Time, an amount in cash
determined by multiplying (x) the excess, if any, of US$79.05 over the applicable exercise price of
such Vested Company Option by (y) the number of Shares underlying
such Vested Company Option; and (ii) option to purchase Shares
which is not a Vested Company Option (an "Unvested Company Option")
will be cancelled in exchange for an employee incentive award
issued by the Surviving Company, to replace such Unvested Company
Option, pursuant to terms and conditions to be determined by the
Surviving Company which will be substantially the same as the terms
and conditions (including as to vesting) under the Company Share
Plans (as defined in the Merger Agreement) and the award agreement
with respect to such Unvested Company Option.
The Merger Consideration represents a premium of 28.89% to the
closing price of the Company's ADSs on May
3, 2021, the last trading day prior to the Company's
announcement of its receipt of the updated "going-private"
proposal, and a premium of 25.38% to the volume-weighted average
closing price of the Company's ADSs during the last 30 days prior
to its receipt of the updated "going-private" proposal.
The Consortium includes DCP Capital Partners II, L.P. (together
with its affiliated investment entities, "DCP"), Ocean Link
Partners Limited (together with its affiliated investment entities,
"Ocean Link"), and Mr. Rick Yan, the
Chief Executive Officer of the Company. Recruit Holdings Co., Ltd.
("Recruit"), the Company's largest shareholder, is also
participating in the transaction with the Consortium.
The Consortium intends to fund the Merger through a combination
of cash contributions from certain members of the Consortium
pursuant to their respective equity commitment letters, equity
contributions from certain shareholders of the Company, proceeds
from certain committed term loan facilities in an aggregate amount
up to US$1,825,000,000 from China
Merchants Bank Co., Ltd. Shanghai
Branch as the sole original mandated lead arranger and the lead
underwriter, and Shanghai Pudong Development Bank Co., Ltd.
Shanghai Branch as the original
joint mandated lead arranger and the co-lead underwriter, and
available cash of the Company and its subsidiaries.
The Company's board of directors (the "Board"), acting upon the
unanimous recommendation of a committee of independent and
disinterested directors established by the Board (the "Special
Committee"), approved the Merger Agreement and the Merger and
resolved to recommend the Company's shareholders vote to approve
the Merger Agreement and the Merger. The Special Committee
negotiated the terms of the Merger Agreement with the assistance of
its own financial and legal advisors.
The Merger, which is currently expected to close during the
second half of 2021, is subject to customary closing conditions
including the approval of the Merger Agreement by an affirmative
vote of holders of Shares representing at least two-thirds of the
voting power of the Shares present and voting in person or by proxy
as a single class at a meeting of the Company's shareholders which
will be convened to consider the approval of the Merger Agreement
and the Merger. Mr. Rick Yan
(together with entities through which Mr. Yan beneficially owns
Shares), Recruit, and certain other existing shareholders of the
Company have agreed to vote all of the Shares and ADSs they
beneficially own, which represent approximately 54.9% of the voting
rights attached to the total outstanding Shares of the Company as
of the date of the Merger Agreement, in favor of the approval of
the Merger Agreement and the Merger. If completed, the Merger
will result in the Company becoming a privately-held company and
its ADSs will no longer be listed on the NASDAQ Global Select
Market.
Duff & Phelps, A Kroll Business operating as Kroll, LLC is
serving as financial advisor to the Special Committee; Davis Polk & Wardwell LLP is serving as U.S.
legal counsel to the Special Committee; Simpson Thacher &
Bartlett LLP is serving as U.S. legal counsel to the Company; Jun
He Law Offices is serving as PRC legal counsel to the Company; and
Maples and Calder LLP is serving as Cayman Islands legal counsel to the
Company.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Kirkland &
Ellis LLP and Weil, Gotshal & Manges LLP are serving as
international co-counsels to the Consortium. Fangda Partners
is serving as PRC legal counsel to the Consortium, and Ogier and Harney Westwood & Riegels LP are
serving as Cayman Islands legal
counsels to the Consortium.
Sullivan & Cromwell LLP is serving as legal counsel to
Recruit; Conyers Dill & Pearman
LLP is serving as Cayman Islands
legal counsel to Recruit; and JPMorgan Securities Japan Co., Ltd.
is serving as financial advisor to Recruit.
Additional Information About the Merger
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 6-K regarding the
Merger, which will include as an exhibit thereto the Merger
Agreement. 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, the Company will prepare and mail
to its shareholders a proxy statement that will include a copy of
the Merger Agreement. In addition, in connection with the
Merger, the Company and certain other participants in the Merger
will prepare and mail to the Company's shareholders a Schedule
13E-3 Transaction Statement that will include the Company's proxy
statement (the "Schedule 13E-3"). The Schedule 13E-3 will be
filed with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER
MATERIALS FILED WITH 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 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).
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
materials that may be filed with or furnished to the SEC should the
proposed merger proceed.
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 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
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SOURCE 51job, Inc.