SHANGHAI, June 29, 2018 /CNW/ -- the consortium (the "Ocean
Link Consortium") formed between Ocean Imagination L.P., an entity
controlled by Ocean Link Partners Limited, a private equity firm
dedicated to investing in travel-related industries in China ("Ocean Link") and Ctrip Investment
Holding Limited, a subsidiary of Ctrip.com International Ltd.
(NASDAQ: CTRP), leading provider of
accommodation reservation, transportation ticketing, package tour
and corporate travel management and other travel-related services
in China ("Ctrip"), today released
a letter dated June 29, 2018 to the
board of directors of eHi Car Services Limited (NYSE: EHIC) ("eHi")
in which the Ocean Link Consortium submitted a revised non-binding
proposal (the "Revised Proposal") to acquire all outstanding common
shares of eHi (the "Shares") not currently owned by members of the
Ocean Link Consortium in a going-private transaction.
Under the terms of the Revised Proposal, eHi shareholders other
than those in the Ocean Link Consortium will receive US$7.75 in cash for each Share they hold or
US$15.50 in cash for each American
depositary share, each representing two Shares (an "ADS") they
hold. The price represents a premium of approximately 18.7%
over the closing trading price of the Company's ADS on June 28, 2018, the last trading day prior to
submission of this Revised Proposal, and is $2 per ADS or 14.8% higher than the price offered
in the agreement and plan of merger entered into between eHi and
the buyer consortium led by Mr. Ray Ruiping
Zhang, chief executive officer of eHi on April 6, 2018. The price of the Chairman
Consortium is believed to have significantly undervalued the
Company, which is echoed by a letter by Burford Capital Limited
("Burford"), who is an existing
beneficiary owner of the Company. Burford expressed its "disappointment with
[the Board]'s decision not to pursue a competitive and fair sale
process", and complained "the Board is doing shareholders a grave
disservice by ignoring Ocean Link's proposal".
Collectively, the Ocean Link Consortium holds 4,838,764 Class A
common shares and 23,767,404 Class B common shares, representing an
existing stake carrying 33.2% voting rights. The Ocean Link
Consortium is confident that sufficient voting power has been
gathered to veto any take-private transaction that is not in the
best interest of eHi's shareholders.
The Ocean Link Consortium encourages other existing
shareholders, including management shareholders, to join the Ocean
Link Consortium or to support its higher price offer.
The full text of the Ocean Link Consortium's letter to eHi dated
June 29, 2018 follows.
June 29, 2018
The Board of Directors
eHi Car Services Limited
Unit 12/F, Building No. 5
Guosheng Center, 388 Daduhe Road
Shanghai, 200062
People's Republic of China
Dear Board Members of eHi,
On April 2, 2018, Ocean Link
Partners Limited submitted a non-binding proposal to the Board of
Directors (the "Board") of eHi Car Services Limited (the "Company")
to acquire all outstanding common shares (the "Shares") of the
Company in a going-private transaction at US$14.50 per American depositary share of the
Company ("ADS", each representing two Shares) in cash. On behalf of
our affiliates and consortium members (together, the "Ocean Link
Consortium"), we hereby inform you that we increase our offer price
to US$15.50 per ADS in cash.
Our increased offer price represents a 18.7% premium to the closing
trading price of the Company's ADS on June
28, 2018. Our increased offer price is also US$2.00 per ADS or 14.8% higher than the Chairman
Consortium's offer price, which undervalued the Company.
We would also note that we provided to the special committee of
the Board a highly confident letter from China Merchants Bank on
May 24, 2018 in relation to
US$800 million debt financing to
refinance the Company's outstanding senior notes. In comparison,
the financing sources of the Chairman Consortium fail to provide
sufficient commitment to refinance the full amount of such existing
senior notes and the closing of the Chairman Consortium's
take-private transaction depends on the success of a consent
solicitation process in respect of the Company's existing senior
notes, which adds significant uncertainty to the ability of the
Chairman Consortium to close the take-private transaction.
Despite our higher offer on April 2,
2018, the Board, consisting of members of the Chairman
Consortium, disregarded the Board's fiduciary duties and approved a
Merger Agreement with the Chairman Consortium. Neither the
Board nor the special committee has so far provided information
access or substantive feedback to the Ocean Link Consortium's
various follow-up communications with the Board and the special
committee. The Ocean Link Consortium clearly stated its
willingness to complete customary due diligence in a timely manner
in the first proposal to the Board on April
2nd, and repeatedly requested information access in the
letters to the Special Committee dated May
16th, May 24th and
June 3rd. By now, twelve weeks have
passed since we submitted our first proposal. Had the special
committee given adequate consideration to the Ocean Link Proposal,
and provided the customary information access, the due diligence on
the Company and negotiations of the merger document with the Ocean
Link Consortium would have already been completed.
With this revised offer price, sufficient financing capability,
and an existing stake carrying 33.2% voting rights, we strongly
urge the Board and the special committee to enter into constructive
negotiation with us regarding our offer, and finalize the draft
merger agreement we provided to the special committee of the Board
on June 3, 2018 which contains terms
more favorable to the Company than the merger agreement that the
Company entered into with the Chairman Consortium.
Ocean Link Consortium is determined to complete the take-private
process based on the offer set out above. We also welcome other
existing shareholders, including management shareholders, to join
the Ocean Link Consortium or to support our offer.
Sincerely,
Ocean Link Partners Limited
By: /s/ Tony Tianyi
Jiang
Name: Tony Tianyi Jiang
Title: Director
Ctrip Investment Holding Ltd.
By: /s/ Frank Kun
Geng
Name: Frank Kun Geng
Title: Authorized Signatory
For more inquiries, please contact info@oceanlp.com.
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content:http://www.prnewswire.com/news-releases/ctrip-and-ocean-link-partners-submit-revised-higher-offer-to-acquire-ehi-car-services-limited-300674832.html
SOURCE Ocean Link