BEIJING, Sept. 20, 2016 /PRNewswire/ -- E-Commerce China
Dangdang Inc. (NYSE: DANG) (the "Company" or "Dangdang"), a leading
business-to-consumer e-commerce company in China, today announced the completion of its
merger (the "merger") with Dangdang Merger Company Limited ("Merger
Sub"), a wholly-owned subsidiary of Dangdang Holding Company
Limited ("Parent"), pursuant to the agreement and plan of merger
(the "merger agreement") dated May 28,
2016 by and among Parent, Merger Sub and the Company. As a
result of the merger, the Company ceased to be a publicly traded
company and became a wholly-owned subsidiary of Parent.
Under the terms of the merger agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on September 12, 2016, at the
effective time of the merger (the "Effective Time"), all of the
Class A common shares and Class B common shares, par value
$0.0001 per share (each, a "Share"
and collectively, the "Shares"), issued and outstanding immediately
prior to the Effective Time were cancelled in exchange for the
right to receive $1.34 in cash per
Share, and all of the Company's American depositary shares (each an
"ADS," or collectively, the "ADSs"), each of which represents five
Class A common shares of the Company, issued and outstanding
immediately prior to the Effective Time were cancelled in exchange
for the right to receive $6.70 in
cash per ADS (less up to $0.05 per
ADS cancellation fees and up to $0.02
per ADS depositary services fees), in each case, without interest
and net of any applicable withholding tax, except for (a)
136,432,925 Shares, consisting of 3,135,840 Class A common
shares and 13,000,000 Class B common shares held by Ms.
Peggy Yu Yu, co-founder and
executive chairwoman of the board of directors of the Company ("Ms.
Yu"), 1,185,000 Class A common shares and 97,000,000 Class B common
shares held by Science & Culture International Limited,
21,876,660 Class B common shares held by Kewen Holding Co. Limited,
210,425 Class A common shares held by First Profit Management
Limited ("First Profit") (including 164,000 Class A common shares
beneficially owned by Mr. Danqian Yao, senior vice president of the
Company, and 46,425 Class A common shares beneficially owned by Mr.
Lijun Chen, vice president of the
Company, in each case, held of record by First Profit as nominee
shareholder), and 25,000 Class A common shares held by Mr.
Min Kan, vice president of the
Company, (b) Shares (including Class A common shares represented by
ADSs) held by The Bank of New York Mellon (the "ADS Depositary")
and reserved for future issuance pursuant to the Company's share
incentive plans (Shares described under (a) and (b) above are
collectively referred to herein as the "Excluded Shares") and (c)
Shares owned by shareholders who have validly exercised and not
effectively withdrawn or lost their rights to dissent under the
Cayman Islands Companies Law.
Shareholders of record immediately prior to the Effective Time
who are entitled to the merger consideration will receive a letter
of transmittal and instructions on how to surrender their share
certificates in exchange for the merger consideration (net of any
applicable withholding taxes). Shareholders should wait to receive
the letter of transmittal before surrendering their share
certificates.
As soon as practicable after this announcement, the ADS
Depositary will call for the surrender of all ADSs (other than any
ADS representing the Excluded Shares) for delivery of the merger
consideration. Upon the surrender of ADSs, the ADS Depositary will
pay to the surrendering holders $6.70
per ADS surrendered in cash without interest and net of any
applicable withholding taxes (less up to $0.05 per ADS cancellation fees and up to
$0.02 per ADS depositary services
fees).
The Company also announced today that it has requested that
trading of its ADSs on The New York Stock Exchange ("NYSE") be
suspended beginning before market opens on September 21, 2016 (New
York time). The Company requested NYSE to file a
notification on Form 25 with the U.S. Securities and Exchange
Commission (the "SEC") to notify the SEC of the delisting of its
ADSs on NYSE and deregistration of the Company's registered
securities. The deregistration will become effective in 90 days
after the filing of Form 25 or such shorter period as may be
determined by the SEC. The Company intends to suspend its reporting
obligations under the Securities Exchange Act of 1934, as amended,
by filing a Form 15 with the SEC in approximately ten days. The
Company's obligations to file with the SEC certain reports and
forms, including Form 20-F and Form 6-K, will be suspended
immediately as of the filing date of the Form 15 and will terminate
once the deregistration becomes effective.
In connection with the merger, Duff & Phelps (Duff &
Phelps, LLC and Duff & Phelps Securities, LLC) is serving as
the financial advisor to the special committee of the board of
directors of the Company (the "Special Committee"), Shearman &
Sterling LLP is serving as U.S. legal counsel to the Special
Committee, and Maples and Calder is serving as Cayman Islands legal counsel to the Special
Committee. China Renaissance is
serving as the financial advisor to Ms. Yu and Mr. Guoqing Li, director and chief executive officer
of the Company (the "Buyer Group"), Skadden, Arps, Slate, Meagher
& Flom is serving as U.S. legal counsel to the Buyer Group, and
Walkers is serving as Cayman
Islands legal counsel to the Buyer Group.
Safe Harbor and Informational Statement
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, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. 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. Further information regarding
these and other risks is included in the Company's filings with the
U.S. Securities and Exchange Commission. 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 Dangdang
E-Commerce China Dangdang Inc. is a leading business-to-consumer
e-commerce company in China. On
its website dangdang.com and through mobile Dangdang, the Company
offers books and media products as well as selected general
merchandise products including fashion and apparel, baby, children
and maternity and home and lifestyle products, among others. It
also operates the dangdang.com marketplace program, which allows
third-party merchants to sell their products alongside products
sourced by the Company. Dangdang is transforming itself into an
integrated online shopping experience with prominent destination
categories. Dangdang's nationwide fulfilment and delivery
capabilities, high-quality customer service support and scalable
technology infrastructure enable it to provide a compelling online
shopping experience to customers. For more information, please
visit ir.dangdang.com.
For more information, please contact:
Ye Ji
Investor Relations
E-Commerce China Dangdang Inc.
Phone: +86-10-5799-2306
E-mail: ir@dangdang.com
Elaine Ketchmere, CFA
Compass Investor Relations
+1-310-528-3031
Email: eketchmere@compass-ir.com
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SOURCE E-Commerce China Dangdang Inc.