BEIJING, Aug. 7, 2020 /PRNewswire/ -- 58.com Inc. (NYSE:
WUBA) ("58.com" or the "Company"), China's largest online market place for
classifieds, today announced it has called an extraordinary
general meeting of shareholders (the "EGM"), to be held on
September 7, 2020 at 10:30 a.m. (Beijing time), at Building 105, 10 Jiuxianqiao
North Road Jia, Chaoyang District, Beijing, China, to consider and vote on, among
other things, the proposal to authorize and approve the previously
announced agreement and plan of merger (the "Merger Agreement") ,
dated June 15, 2020, among the
Company, Quantum Bloom Group Ltd, an exempted company with limited
liability incorporated under the law of the Cayman Islands ("Parent"), and Quantum Bloom
Company Ltd, an exempted company with limited liability
incorporated under the law of the Cayman
Islands and a wholly-owned subsidiary of Parent ("Merger
Sub"), the plan of merger required to be filed with the Registrar
of Companies of the Cayman Islands
(the "Plan of Merger") and the transactions contemplated thereby,
including the Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, at the
effective time of the Merger, Merger Sub will merge with and into
the Company and cease to exist, with the Company being the
surviving company and becoming a wholly-owned subsidiary of Parent
(the "Merger"). If consummated, the Merger would result in the
Company becoming a privately held company and its American
depositary shares (each representing two Class A ordinary shares,
par value US$0.00001 per share) (the
"ADSs") would no longer be listed or traded on any stock exchange,
including the New York Stock Exchange and the Company's ADS program
would be terminated. In addition, the Company's ADSs and Class A
ordinary shares represented by the ADSs will cease to be registered
under Section 12 of the Securities Exchange Act of 1934 following
the consummation of the Merger.
The Company's board of directors (the "Board"), acting upon the
unanimous recommendation of a committee of the Board, composed
solely of directors who are unaffiliated to the management of the
Company, or to any person participating as a buyer or rollover
shareholder in the Merger, authorized and approved the execution,
delivery and performance of the Merger Agreement, the Plan of
Merger and the consummation of the transactions contemplated
thereby, including the Merger, and recommends that the
Company's shareholders and ADS holders vote FOR, among other
things, the proposal to authorize and approve the execution,
delivery and performance of the Merger Agreement, the Plan of
Merger and the consummation of the transactions contemplated
thereby, including the Merger.
Shareholders of record at the close of business in the
Cayman Islands on August 14, 2020 will be entitled to attend and
vote at the EGM and any adjournment thereof. ADS holders as of the
close of business in New York City
on August 10, 2020 will be entitled
to instruct Citibank, N.A., the ADS depositary, to vote the Class A
ordinary shares represented by the ADSs at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the definitive proxy statement attached as Exhibit
(a)-(1) thereto, as amended, filed with the U.S. Securities and
Exchange Commission (the "SEC"), which can be obtained, along with
other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC's
website www.sec.gov. Requests for additional copies of
the definitive proxy statement should be directed to Morrow Sodali,
the proxy solicitor, at +1 (800) 662-5200 (U.S. Toll-Free) or +1
(203) 658-9400 (Non-U.S. Direct), or by email at
58@investor.morrowsodali.com.
SHAREHOLDERS AND ADS HOLDERS 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 PROPOSED
MERGER AND RELATED MATTERS.
The Company and certain of its directors and executive officers
may, under SEC rules, be deemed to be "participants" in the
solicitation of proxies from the shareholders with respect to the
proposed Merger. Information regarding the persons who may be
considered "participants" in the solicitation of proxies is set
forth in the Schedule 13E-3 transaction statement relating to the
proposed Merger and the definitive proxy statement attached
thereto. Further information regarding persons who may be deemed
participants, including any direct or indirect interests they may
have, is also set forth in the definitive proxy statement.
This announcement is for information purposes only and does not
constitute an offer to purchase or the solicitation of an offer to
sell any securities or a solicitation of any proxy, vote or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About 58.com Inc.
58.com Inc. (NYSE: WUBA) operates China's largest online market place for
classifieds, as measured by monthly unique visitors on both its
www.58.com website and mobile applications. The Company's online
marketplace enables local business users and consumer users to
connect, share information and conduct business. 58.com's broad,
in-depth and high quality local information, combined with its
easy-to-use website and mobile applications, has made it a trusted
marketplace for consumers. 58.com's strong brand recognition, large
and growing user base, merchant network and massive database of
local information create a powerful network effect. For more
information on 58.com, please visit http://www.58.com.
Forward-looking Statements
This press release contains forward-looking statements 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," "confident" and similar statements. Any statements
that are not historical facts, including statements about 58.com's
beliefs and expectations, are forward-looking statements that
involve factors, risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking
statements. Such factors and risks include, but not limited to the
following: 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 filed by the Company. Further information
regarding these and other risks, uncertainties or factors is
included in the Company's filings with the SEC. All information
provided in this press release is current as of the date of the
press release, and 58.com does not undertake any obligation to
update such information, except as required under applicable
law.
For more information, please contact:
58.com Inc.
ir@58.com
Christensen
In China
Mr. Eric Yuan
Phone: +86-10-5900-1548
E-mail: Eyuan@christensenir.com
In the U.S.
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: lbergkamp@ChristensenIR.com
View original
content:http://www.prnewswire.com/news-releases/58com-to-hold-extraordinary-general-meeting-of-shareholders-301108314.html
SOURCE 58.com Inc
