BEIJING, June 12, 2020 /PRNewswire/ -- Bitauto Holdings
Limited ("Bitauto" or the "Company") (NYSE: BITA), a leading
provider of internet content & marketing services, and
transaction services for China's
automotive industry, today announced that it has entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Yiche
Holding Limited ("Parent"), and Yiche Mergersub Limited, a wholly
owned Subsidiary of Parent, pursuant to which the Company will be
acquired by an investor consortium led by Morespark Limited, an affiliate of Tencent Holdings Limited ("Tencent") and Hammer Capital Opportunities Fund
L.P. (acting through its general partner Hammer Capital
Opportunities General Partner,
"Hammer Capital") in an all-cash transaction that values the
Company's equity at approximately US$1.1
billion (the "Merger").
Pursuant to the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each ordinary share of the Company
(each, a "Share") issued and outstanding immediately prior to the
Effective Time will be cancelled and cease to exist in exchange for
the right to receive US$16 in cash
without interest, and each outstanding American depositary share of
the Company (each, an "ADS," representing one Share) will be
cancelled in exchange for the right to receive US$16 in cash without interest, except for (a)
certain Shares (including Shares represented by ADSs) owned by
affiliates of Tencent, an affiliate
of JD.com, Inc., and Mr. Bin Li, chairman of the board of directors
of the Company (the "Board"), which will be rolled over in the
transaction , (b) Shares (including ADSs represented by Shares)
owned by Parent, Merger Sub, the company or any of their respective
subsidiaries, (c) Shares (including ADSs represented by Shares)
held by the ADS depositary and reserved for issuance, settlement
and allocation upon exercise or vesting of Company's options and/or
restricted share unit awards, and (d) Shares held by shareholders
who have validly exercised and not effectively withdrawn or lost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 will be cancelled
and cease to exist in exchange for the right to receive the payment
of fair value of those dissenting shares in accordance with Section
238 of the Companies Law of the Cayman Islands.
The merger consideration represents a premium of 16.4% to the
closing price of the Company's ADSs on September 12, 2019, the last trading day prior to
the Company's announcement of its receipt of the "going-private"
proposal, and a premium of 35.1% to the average closing price of
the Company's ADSs during the 30 trading days prior to its receipt
of the "going-private" proposal.
The investor consortium includes Tencent and Hammer Capital. The consortium
intends to fund the Merger with a combination of rollover equity
and cash, and has delivered copies of executed equity commitment
letters to the Company.
The Board, acting upon the unanimous recommendation of a
committee of independent directors established by the Board (the
"Special Committee"), approved the Merger Agreement and the Merger
and resolved to recommend that the Company's shareholders vote to
authorize and approve the Merger Agreement and the Merger. The
Special Committee negotiated the terms of the Merger Agreement with
the assistance of its financial and legal advisors.
The Merger is currently expected to close in the second half of 2020 and 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 at a meeting of the Company's
shareholders. Shareholders affiliated with Tencent, JD.com, Inc., Mr. Bin Li, and Cox
Automotive Global Investment, Inc. have each agreed to vote all of
the Shares and ADSs they beneficially own, which represent
approximately 55.3% of the voting
rights attached to the outstanding Shares as of the date of the
Merger Agreement, in favor of the authorization and 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 New York Stock
Exchange.
The Company will prepare and file with the U.S. Securities and
Exchange Commission 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 Merger, the Company and the
other participants in the Merger.
Duff & Phelps, LLC and Duff & Phelps Securities, LLC are
serving as financial advisor to the Special Committee.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S.
legal counsel to the Special Committee.
BofA Securities is serving as financial advisor to the investor
consortium. Latham & Watkins LLP and Kirkland and Ellis
are serving as U.S. legal counsel and Hong Kong legal counsel to the investor
consortium, respectively.
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
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
MERGER 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 the
Company's 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 the proxy statement
and Schedule 13E-3 transaction statement relating to the Merger
when it is filed with the SEC. 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 a 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.
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 (the "Act"). 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 documents filed with the SEC by the Company, as well
as the Schedule 13E-3 transaction statement and the proxy statement
to be filed by the Company. 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 Bitauto
Bitauto Holdings Limited (NYSE: BITA) is a leading provider of
internet content & marketing services, and transaction services
for China's automotive industry.
Bitauto's business consists of three segments: advertising and
subscription business, transaction services business and digital
marketing solutions business.
Bitauto's advertising and subscription business provides a
variety of advertising services to automakers through the
bitauto.com website and corresponding mobile apps which provide
consumers with up-to-date automobile pricing and promotional
information, specifications, reviews and consumer feedback. Bitauto
also provides transaction-focused online advertisements and
services for promotional activities to its business partners,
including automakers, automobile dealers, auto finance partners and
insurance companies. Bitauto offers subscription services via its
SaaS platform, which provides web-based and mobile-based integrated
digital marketing solutions to new car automobile dealers in
China. The SaaS platform enables
automobile dealer subscribers to create their own online showrooms,
list pricing and promotional information, provide automobile dealer
contact information, place advertisements and manage customer
relationships to help them reach a broad set of purchase-minded
customers and effectively market their automobiles to consumers
online.
Bitauto's transaction services business is primarily conducted
by its controlled subsidiary, Yixin Group Limited (SEHK: 2858), a
leading online automobile finance transaction platform in
China, which provides transaction
platform services as well as self-operated financing services.
Bitauto's digital marketing solutions business provides
automakers with one-stop digital marketing solutions, including
website creation and maintenance, online public relations, online
marketing campaigns, advertising agent services, big data
applications and digital image creation.
For more information, please visit ir.bitauto.com.
For investor and media inquiries, please contact:
Suki Li
Bitauto Holdings Limited
Phone: +86-10-6849-2145
ir@bitauto.com
Philip Lisio
Foote Group
Phone: +86-10-8429-9544
bitauto@thefootegroup.com
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SOURCE Bitauto Holdings Limited