BEIJING, Nov. 30, 2020 /PRNewswire/ -- Fang Holdings
Limited (NYSE: SFUN) ("Fang" or the "Company"), a leading
real estate Internet portal in China, today announced that its board of
directors (the "Board") has received a preliminary and non-binding
proposal letter, dated November 30,
2020, from General Atlantic Singapore Fund Pte. Ltd.
(together with its affiliated investment entities, "General
Atlantic", as the "Proposing Buyer"), a company incorporated in
Singapore, proposing to acquire
all of the outstanding shares (the "Shares") and American
Depositary Shares (the "ADSs", each representing ten Class ordinary
shares) of the Company not currently owned by the Proposing Buyer
in a "going-private" transaction for US$1.468 per Share (or US$14.68 per ADS) in cash, subject to certain
conditions. The US$1.468 per Share
(or US$14.68 per ADS) price
represents a premium of approximately 20% to the closing price of
the Company's ADS on November 27,
2020, and a premium of approximately 40% to the Company's
30-day volume weighted average price of ADS up to November 27, 2020.
According to the proposal letter, the Proposing Buyer plans to
finance the acquisition primarily with equity capital, and possibly
debt capital. The proposal letter states that the equity portion of
the financing would be provided by the Proposing Buyer and
additional potential buyer consortium members, if any. A copy of
the proposal letter is attached hereto as Annex A.
The Board cautions the Company's shareholders and others
considering trading the Company's securities that the Board has
just received the proposal letter and has not had an opportunity to
carefully review and evaluate the proposal or make any decision
with respect to the Company's response to the proposal. There can
be no assurance that any definitive offer will be made, that any
agreement 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 this or any other
transaction, except as required under applicable law.
About Fang
Fang operates a leading real estate Internet portal in
China in terms of the number of
page views and visitors to its websites. Through its websites, Fang
provides primarily marketing, listing, leads generation and
financial services for China's
fast-growing real estate and home furnishing and improvement
sectors. Its user-friendly websites support active online
communities and networks of users seeking information on, and
value-added services for, the real estate and home furnishing and
improvement sectors in China. Fang
currently maintains approximately 74 offices to focus on local
market needs and its website and database contains real estate
related content covering 665 cities in China. For more information about Fang, please
visit http://ir.fang.com.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements are made under the "safe
harbor" provisions of the U.S. Private Securities Litigation Reform
Act of 1995. All statements other than statements of historical
fact in this announcement are forward-looking statements, including
but not limited to, the approval and the consummation of the
potential transaction contemplated by the proposal letter or any
alternative transaction. These forward-looking statements can be
identified by terminology such as "will," "expects," "is expected
to," "anticipates," "aim," "future," "intends," "plans,"
"believes," "are likely to," "estimates," "may," "should" and
similar expressions, and include, without limitation, statements
regarding Fang's future financial performance, revenue guidance,
growth and growth rates, market position and continued business
transformation. Such statements are based upon management's current
expectations and current market and operating conditions, and
relate to events that involve known or unknown risks, uncertainties
and other factors, all of which are difficult to predict and many
of which are beyond Fang's control, which may cause its actual
results, performance or achievements to differ materially from
those in the forward-looking statements. Potential risks and
uncertainties include, without limitation, the impact of Fang's
business development strategies, the impact of the COVID-19
pandemic, and the impact of current and future government policies
affecting China's real estate
market. Further information regarding these and other risks,
uncertainties or factors is included in Fang's filings with the
U.S. Securities and Exchange Commission. Fang does not undertake
any obligation to update any forward-looking statement as a result
of new information, future events or otherwise, except as required
under law.
Annex A
November 30, 2020
The Board of Directors
Fang Holdings Limited
Tower A, No. 20 Guogongzhuang Middle Street
Fengtai District, Beijing
100070
The People's Republic of China
Dear Board Members:
General Atlantic Singapore Fund Pte. Ltd. (together with its
affiliated investment entities, "General Atlantic", as the
"Proposing Buyer") hereby submits this preliminary non-binding
proposal (the "Proposal") to acquire all of the outstanding shares
and American Depositary Shares ("ADSs", each representing ten Class
A ordinary shares), of Fang Holdings Limited (the "Company"), not
already beneficially owned by General Atlantic (the proposed
"Transaction").
We believe that our Proposal provides an attractive opportunity
for the Company's shareholders, especially during a time of
persisting operating difficulty and ongoing COVID-19 uncertainty.
The Proposal represents a premium of 20% to the Company's stock
price as of the close of business on November 27, 2020 and a premium of approximately
40% to the Company's 30-day volume weighted average price up to
November 27, 2020.
Set forth below are the primary terms of our Proposal:
1. Purchase Price. We propose to acquire all of the
outstanding ordinary shares and ADSs of the Company not already
beneficially owned by General Atlantic. The consideration payable
for each ADS to be acquired will be US$14.68 in cash, and the consideration payable
for each ordinary share to be acquired will be US$1.468 in cash.
2. Funding. We intend to finance the Transaction primarily
with equity capital, and possibly debt capital. Equity financing
will be provided from us as the Proposing Buyer and additional
potential buyer consortium members, if any.
3. Due Diligence. We believe that we will be in a position
to complete customary due diligence for the Transaction in a timely
manner and in parallel with discussions of corresponding definitive
agreements.
4. Definitive Agreements. We are prepared to promptly
negotiate and finalize definitive agreements ("Definitive
Agreements") for the Transaction. These documents will provide for
representations, warranties, covenants and conditions which are
typical, customary and appropriate for transactions of this
type.
5. Process. We believe that the Transaction will provide
superior value to the Company's shareholders. We recognize that the
Company's Board of Directors will likely need to evaluate the
Transaction independently before the Company can make any
determinations.
6. About General Atlantic. General Atlantic is a leading
global growth equity firm providing capital and strategic support
for growth companies. Established in 1980, General Atlantic has
more than 180 investment professionals based in New York, Greenwich, Palo Alto, São Paulo, London, Munich, Mexico
City, Beijing, Shanghai, Hong
Kong, Mumbai, Amsterdam, Singapore and Jakarta. General Atlantic combines a
collaborative global approach, sector specific expertise, a
long-term investment horizon and a deep understanding of growth
drivers to partner with management teams to build exceptional
businesses worldwide. General Atlantic has approximately
$40 billion in assets under
management, and the firm's unique capital base is comprised of
long-term commitments primarily from wealthy families and large
charitable foundations; this affords General Atlantic with
flexibility in investment structures and time horizon, enabling a
strong partnership approach with growth companies.
7. No Binding Commitment. This letter constitutes only a
preliminary indication of our interest, and does not constitute any
binding commitment with respect to the Transaction. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in
such documentation.
We would like to express our commitment to working
collaboratively with the Company to bring this Transaction to a
successful and timely conclusion. Should you have any questions
regarding this proposal, please do not hesitate to contact us.
* * * * *
[Signature Page to Follow]
Sincerely,
General Atlantic Singapore Fund Pte. Ltd.
By: /s/ Ong Yu
Huat
Name: Ong Yu Huat
Title: Director
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SOURCE Fang Holdings Limited