BEIJING, June 10, 2015 /PRNewswire/ -- Renren Inc. (NYSE:
RENN) ("Renren" or the "Company"), a leading real-name social
networking internet platform in China, announced that its Board of Directors
(the "Board") has received a non-binding proposal letter, dated
June 10, 2015, from Mr. Joseph Chen ("Mr. Chen"), Chairman of the Board
and Chief Executive Officer of the Company, and Mr. James Jian Liu, a member of the Board and Chief
Operating Officer of the Company, proposing a "going-private"
transaction (the "Transaction") to acquire all of the outstanding
ordinary shares of the Company not already owned by Mr. Chen or Mr.
Liu for US$4.20 in cash per American
depositary share ("ADS"), or
US$1.40 per ordinary share, which
represents approximately 22% above the average closing price of the
Company's ADSs over the last 30 trading days up to and including
June 9, 2015.
Mr. Chen and Mr. Liu currently beneficially own approximately
32% of ordinary shares of the Company, representing approximately
49% in the Company's shareholder voting power.
According to the proposal letter, Mr. Chen and Mr. Liu intend to
fund the consideration payable in the Transaction with a
combination of debt and equity capital, and rollover equity in the
Company. A copy of the proposal letter is attached hereto as Annex
A.
The Board intends to form a special committee consisting of
independent directors to consider this proposal.
The Board cautions the Company's shareholders and others
considering trading in its securities that the Board just received
the non-binding proposal letter from Mr. Chen and Mr. Liu and no
decisions have been made with respect to the Company's response to
the Transaction. 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 Renren Inc.
Renren Inc. (NYSE: RENN) operates a leading real name social
networking internet platform in China. It enables users to connect and
communicate with each other, share information and user generated
content, play online games, and enjoy a wide range of other
features and services. Renren's businesses primarily include the
main social networking website renren.com and the game operating
platform Renren Games. Renren.com had approximately 225
million activated users as of March 31,
2015. Renren's American depositary shares, each of
which represents three Class A ordinary shares, trade on NYSE under
the symbol "RENN".
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of Section
21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "may," "intend," "confident," "is
currently reviewing," "it is possible," "subject to" and similar
statements. Renren may also make written or oral forward-looking
statements in its reports filed or furnished with the U.S.
Securities and Exchange Commission, including Forms 20-F and 6-K,
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. Statements that are not
historical facts, including statements about Renren's beliefs and
expectations, are forward-looking statements and are subject to
change. Forward-looking statements involve inherent risks and
uncertainties. A number of important factors could cause actual
results to differ materially from those contained, either expressly
or impliedly, in any of the forward-looking statements in this
press release. Potential risks and uncertainties are outlined in
Renren's filings with the U.S. Securities and Exchange Commission.
All information provided in this press release is current as of the
date of this press release, and Renren does not undertake any
obligation to update any such information, except as required under
applicable law.
For more information, please contact:
Cynthia Liu
Investor Relations Department
Renren Inc.
Tel: +86 (10) 8448-1818 x1300
Email: ir@renren-inc.com
Annex A
June 10, 2015
The Board of Directors
Renren Inc.
1/F, North Wing
18 Jiuxianqiao Middle Road
Chaoyang District, Beijing
100016
People's Republic of China
Dear Sirs:
Mr. Joseph Chen ("Mr. Chen"),
Chairman of the board of directors and Chief Executive Officer of
Renren Inc. (the "Company), and Mr. James
Jian Liu, a member of the board of directors and Chief
Operating Officer of the Company ("Mr. Liu," together with Mr.
Chen, the "Buyer Group"), are pleased to submit this preliminary
non-binding proposal to acquire all outstanding ordinary shares
(the "Shares") of the Company not owned by the Buyer Group in a
going-private transaction (the "Acquisition"). Our proposed
purchase price is US$4.20 per
American Depositary share of the Company ("ADS", each representing
three Shares) in cash. The Buyer Group currently beneficially
owns approximately 32% of ordinary shares of the Company,
representing approximately 49% of the Company's shareholder voting
power.
We believe that our proposal price of US$4.20 per ADS provides an attractive
opportunity to the Company's shareholders. This price represents a
premium of approximately 22% above the average closing price of the
Company's ADSs over the last 30 trading days.
The terms and conditions upon which we are prepared to pursue
the Acquisition are set forth below. We are confident in our
ability to consummate an Acquisition as outlined in this
letter.
- Buyer. Members of the Buyer Group have entered into a
consortium agreement, pursuant to which we have agreed to, amongst
other things, cooperate in connection with implementing the
Acquisition, and work with each other on an exclusive basis in
pursuing the Acquisition. While the Buyer Group has not
entered into any agreements with any other shareholders of the
Company as of the date of this letter, additional members may be
joined the Buyer Group as the deal progresses.
- Purchase Price. Our proposed consideration payable for
the Shares acquired in the Acquisition is US$4.20 per ADS, or US$1.40 per Share, in cash.
- Financing. We intend to finance the Acquisition with a
combination of debt and equity capital. Equity financing will be
provided by the Buyer Group in the form of cash and rollover equity
in the Company. Debt financing is expected to be provided by loans
from third party financial institutions. We are confident that we
can timely secure adequate financing to consummate the
Acquisition.
- Due Diligence. Parties providing financing will require
a timely opportunity to conduct customary due diligence on the
Company. We would like to ask the board of directors of the Company
to accommodate such due diligence request and approve the provision
of confidential information relating to the Company and its
business to possible sources of equity and debt financing subject
to a customary form of confidentiality agreement.
- Definitive Agreements. We have engaged Skadden, Arps,
Slate, Meagher & Flom LLP as our U.S. legal counsel. We are
prepared to negotiate and finalize definitive agreements (the
"Definitive Agreements") expeditiously. This proposal is subject to
execution of the Definitive Agreements. These documents will
include provisions typical for transactions of this type.
- Confidentiality. The Buyer Group will, as required by
law, promptly file a Schedule 13D to disclose this letter. We are
sure you will agree with us that it is in all of our interests to
ensure that our discussions relating to the Acquisition proceed in
a confidential manner, unless otherwise required by law, until we
have executed the Definitive Agreements or terminated our
discussions.
- Process. We believe that the Acquisition will provide
value to the Company's shareholders. We recognize of course that
the Board will evaluate the proposed Acquisition independently
before it can make its determination whether to endorse it. In
considering the proposed Acquisition, you should be aware that we
are interested only in acquiring the outstanding Shares that the
Buyer Group does not already own, and that the Buyer Group does not
intend to sell their stake in the Company to a third party.
- No Binding Commitment. This letter constitutes only a
preliminary indication of our interest, and does not constitute any
binding offer, agreement or commitment with respect to an
Acquisition. Such a commitment will result only from the execution
of Definitive Agreements, and then will be on the terms provided in
such documentation.
* * * * *
In closing, each of us would like to express our commitment to
working together to bring this Acquisition to a successful and
timely conclusion. Should you have any questions regarding this
proposal, please do not hesitate to contact any of us. We look
forward to speaking with you.
Sincerely,
/s/ Joseph Chen
/s/ James Jian Liu
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SOURCE Renren Inc.