SHANGHAI, July 3, 2018 /PRNewswire/ -- eHi Car Services
Limited ("eHi" or the "Company") (NYSE: EHIC), a leading car rental
and car services company in China,
today announced that it and other filing persons have filed an
amended transaction statement on Schedule 13E-3 ("Transaction
Statement") with the United States Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), in connection with the previously
announced agreement and plan of merger (the "Merger Agreement"),
dated as of April 6, 2018, among the
Company, Teamsport Parent Limited ("Parent") and Teamsport Bidco
Limited ("Merger Sub"), pursuant to which the Company will merge
with and into Merger Sub (the "Merger"). Attached as an exhibit to
the Transaction Statement is a preliminary proxy statement (the
"Preliminary Proxy Statement") relating to an extraordinary general
meeting of shareholders (the "EGM") which the Company expects to
hold later this year.
The Transaction Statement and the exhibits to the Transaction
Statement, including the Preliminary Proxy Statement, contain
information about the proposed acquisition by The Crawford Group,
Inc. ("Crawford"), an existing shareholder of the Company, of up to
(a) 37,501 Class A common shares, par value US$0.001 per share, of the Company ("Class A
Shares"), 6,187,197 Class B Shares, par value US$0.001 per share, of the Company ("Class B
Shares," and together with the Class A Shares, the "Shares") and
533,885 American Depositary Shares of the Company, each
representing two Class A Shares ("ADSs") (collectively, the "IGC
Offered Securities") held by Ignition Growth Capital I, L.P. and
Ignition Growth Capital Managing Directors Fund I, LLC (the "IGC
Sellers"), and (b) 9,081,665 Class B Shares (the "GS Offered
Shares") held by GS Car Rental HK Limited and GS Car Rental HK
Parallel Limited (the "GS Sellers"). It is currently contemplated
that the transfer of the GS Offered Shares will be implemented
indirectly as a sale of the capital stock of the GS Sellers and/or
one or more affiliates of the GS Sellers and the transfer of the
Class B Shares included in the IGC Offered Securities will be
implemented indirectly as a sale of the capital stock of one or
more affiliates of the IGC Sellers, which will allow, in each case,
the transfer of the GS Offered Shares and the IGC Sellers' Class B
Shares without conversion into Class A Shares under the memorandum
and articles of association of the Company.
As further described in the Transaction Statement and the
exhibits to the Transaction Statement, including the Preliminary
Proxy Statement, Crawford is a member of a buyer consortium
consisting of the following members and their affiliates: eHi's
Chairman and chief executive officer, Ray
Ruiping Zhang, MBK Partners Fund IV, L.P., Baring Private
Equity Asia Limited, Redstone Capital Management (Cayman) Limited
and Dongfeng Asset Management Co. Ltd. If the Merger is completed,
the buyer consortium will beneficially own all outstanding shares
of the Company and the ADSs will no longer be listed on the New
York Stock Exchange. Crawford has agreed to vote, or cause to be
voted, all Shares and ADSs it beneficially owns, including any IGC
Offered Securities and GS Offered Shares it directly or indirectly
acquires, in favor of the authorization and approval of the Merger
Agreement and the transactions contemplated by the Merger
Agreement, including the Merger, and against any alternative
transaction. Crawford's potential purchase of some or all of the
IGC Offered Securities and/or the GS Offered Shares may be viewed
as a step in a series of transactions, including the Merger, which
constitute a "going-private" transaction under Rule 13e-3 of the Exchange Act.
eHi shareholders and other investors are urged to read the
Transaction Statement and the exhibits to the Transaction
Statement, including the Preliminary Proxy Statement, carefully
because they contain important information about the Merger
Agreement, the Merger, Crawford's potential purchase of the IGC
Offered Securities and the GS Offered Shares and other transactions
that may be deemed in furtherance of the "going-private"
transaction.
The Transaction Statement and the exhibits to the Transaction
Statement, including the Preliminary Proxy Statement, are available
on eHi's website at
http://ehi.investorroom.com/index.php?s=67 and can also be
found at the SEC's website at www.sec.gov. In addition, copies of
these documents can be obtained, without charge, by contacting the
Company at the following email address and/or phone number:
Tel: +86 (21) 6468-7000 ext. 8830
E-Mail: ir@ehic.com.cn
As of the date of this release, Crawford's purchase of the IGC
Offered Securities and the GS Offered Shares has not been
consummated, nor has any definitive sale and purchase agreements in
respect of the IGC Offered Securities or the GS Offered Shares been
executed among Crawford and any of the IGC Sellers and the GS
Sellers. No assurances can be made that any such agreement will be
executed or Crawford's purchase of any of the IGC Offered
Securities or the GS Offered Shares will be consummated. The
consummation of the purchase of IGC Offered Securities and GS
Offered Shares by Crawford is not subject to approval by the
shareholders of the Company.
The closing of the Merger is subject to the satisfaction or
waiver of the closing conditions set forth in the Merger Agreement,
including the requisite approval of the shareholders of the Company
at the EGM, as well as certain other customary closing conditions.
As of the date of this release, the Company has not called an EGM
for the purpose of authorizing and approving the Merger Agreement
and the transactions contemplated thereby, including the Merger. If
and when the Company calls the EGM, it will issue a press release
and file with the SEC an amendment to the Transaction Statement and
a definitive proxy statement attached as an exhibit thereto to be
used in connection with soliciting proxies for the EGM, and the
Company will prepare and cause to be mailed the definitive proxy
statement to its shareholders and ADS holders. In addition to
receiving the definitive proxy statement by mail, shareholders and
ADS holders will be able to obtain the final Transaction Statement
and the definitive proxy statement, as well as other filings
containing information about the Company, the proposed Merger, the
Merger Agreement, and related matters, without charge, from eHi's
website at http://ehi.investorroom.com and the SEC's website
(http://www.sec.gov) or at the SEC's public reference room located
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Copies of these
documents can also be obtained, without charge, by contacting the
Company at the email address and/or phone number set forth above.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ THESE MATERIALS AND
OTHER MATERIAL FILED WITH OR FURNISHED TO THE SEC CAREFULLY WHEN
THEY BECOME AVAILABLE, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER, THE COMPANY, THE OTHER PARTIES TO THE MERGER
AGREEMENT, AND RELATED MATTERS.
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 is set forth in the Transaction Statement,
including the Preliminary Proxy Statement filed as an exhibit
thereto, filed with the SEC. Information regarding certain of these
persons and their beneficial ownership of the Shares as of
April 26, 2018, is also set forth in
the Company's Form 20-F, which was filed with the SEC on
April 30, 2018. Additional
information regarding the interests of such potential participants
may be included a subsequently amended Schedule 13E-3 Transaction
Statement, preliminary or definitive proxy 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 eHi Car Services Limited
eHi Car Services Limited (NYSE: EHIC) is a leading car rental
and car services provider in China. The Company's mission is
to provide comprehensive mobility solutions as an alternative to
car ownership by best utilizing existing resources and sharing
economy to create optimal value. eHi distinguishes itself
in China's fast-growing car rental and car services
market through its complementary business model, customer-centric
corporate culture, broad geographic coverage, efficient fleet
management, leading brand name, and commitment to technological
innovation. eHi is the exclusive strategic partner
in China of Enterprise, the largest car rental company in
the world. For more information regarding eHi, please
visit http://en.1hai.cn.
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; the possibility that various closing conditions
to the transaction may not be satisfied or waived; how the
Company's shareholders and ADS holders will vote at the EGM; the
possibility that competing offers will be made and other risks and
uncertainties discussed in the Company's filings with the SEC,
including the Transaction Statement and the proxy statement 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.
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SOURCE eHi Car Services Limited