BEIJING, Jan. 21, 2021 /PRNewswire/ -- TuanChe
Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading
omni-channel automotive marketplace in China, today announced that its board of
directors (the "Board") has received a preliminary non-binding
proposal letter (the "Proposal") dated January 21,
2021 from its chairman and chief executive officer,
Mr. Wei Wen ("Mr. Wen"), proposing to acquire all of the
outstanding ordinary shares (the "Shares") of the Company,
including Shares represented by American depositary shares (the
"ADSs," each representing sixteen (16) Class A ordinary shares),
that are not already owned by Mr. Wen for a purchase price of
US$4.25 per ADS in cash in a going
private transaction (the "Proposed Transaction"), subject to
certain conditions. A copy of the Proposal is attached hereto as
According to the Proposal, the Proposed Transaction is intended
to be financed through debt and/or equity capital, where equity
capital will be provided at least in part by Mr. Wen in the form of
rollover equity in the Company.
The Board intends to form a special committee consisting of
independent and disinterested directors to consider the Proposal.
The Board expects that the special committee will retain
independent advisors, including independent financial and legal
advisors, to assist it in this process.
The Board cautions the Company's shareholders and others
considering trading the Company's securities that the Board has
just received the Proposal 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
definitive agreement will be executed relating to the Proposed
Transaction 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.
Founded in 2010, TuanChe Limited (NASDAQ: TC) is a leading
omni-channel automotive marketplace in China. TuanChe offers services to connect
automotive consumers with various industry players such as
automakers, dealers and other automotive service providers. TuanChe
provides automotive marketing and transaction related services by
integrating its online platforms with offline sales events. Through
its integrated marketing solutions, TuanChe turns individual and
isolated automobile purchase transactions into large-scale
collective purchase activities by creating an interactive
many-to-many environment. TuanChe also provides virtual dealership
services by connecting automakers and franchised dealerships with
secondary dealers, which ultimately helps automakers penetrate and
expand into lower-tier cities. Furthermore, leveraging its
proprietary data analytics and advanced digital marketing system,
TuanChe's online marketing service platform helps industry
customers increase the efficiency and effectiveness of their
advertising placements. For more information, please
Safe Harbour Statement
This announcement 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 include, without
limitation, the approval and the consummation of the Proposed
Transaction contemplated by the Proposal or any alternative
transaction, which can be identified by terminology such as "may,"
"will," "expect," "anticipate," "aim," "estimate," "intend,"
"plan," "believe," "potential," "continue," "is/are likely to" or
other similar expressions. 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 the Company's control.
Further information regarding these and other risks, uncertainties
or factors is included in the Company's filings with the U.S.
Securities and Exchange Commission. The Company does not undertake
any obligation to update any forward-looking statement as a result
of new information, future events or otherwise, except as required
For investor and media inquiries, please contact:
Tel: +86 (10) 6398-2942
The Piacente Group, Inc.
Tel: +1 (212) 481-2050
Tel: +86 (10) 6508-0677
Non-Binding Proposal Letter from Mr. Wen
January 21, 2021
The Board of Directors
9F, Ruihai Building, No. 21 Yangfangdian Road
Beijing 100038, People's Republic of China
I, Wei Wen, Chairman and CEO of
TuanChe Limited (the "Company"), am pleased to submit this
preliminary non-binding proposal (this "Proposal") to acquire all
outstanding ordinary shares (the "Shares") of the Company,
including all the Shares represented by American depositary shares
("ADS", each representing sixteen (16) Class A Shares), that are
not already owned by me in a going-private transaction (the
I believe that the Proposal will provide a very attractive
opportunity to the Company's shareholders. My proposed
purchase price of US$ 4.25 per ADS in
cash represents a premium of approximately 22% over the closing
price of the Company's ADSs on January 20,
2021, a premium of approximately 17% to the average closing
price of the Company during the last 60 trading days and a premium
of approximately 18% to the average closing price of the Company
during the last 90 trading days.
The terms and conditions upon which I am prepared to pursue the
Acquisition are set forth below. I beneficially own approximately
17.6% of all the issued and outstanding Shares of the Company,
which represent approximately 75.7% of the aggregate voting power
of the Company, based on the Company's latest outstanding number of
shares as publicly disclosed.
1. Buyer. I intend to form an acquisition vehicle
for the purpose of pursuing the Acquisition.
2. Purchase Price. My proposed consideration
payable for the Acquisition is US$
4.25 per ADS, in cash. Each ADS represents sixteen (16)
Class A Shares.
3. Financing. I intend to finance the Acquisition
with debt and/or equity capital, where equity capital will be
provided at least in part by me in the form of rollover equity in
the Company. I expect definitive commitments for the required
financing, subject to terms and conditions set forth therein, to be
in place when the Definitive Agreement (as defined below) are
signed. I am confident that I can timely secure adequate
financings to consummate the Acquisition.
4. Due Diligence. Parties providing financing will
require a timely opportunity to conduct customary due diligence on
the Company. I 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
(if required) under a customary form of confidentiality
5. Definitive Agreements. I am 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.
6. Confidentiality. I am sure you will
agree with me that it is in all of our interests to ensure that we
proceed in a confidential manner, unless otherwise required by law,
until we have executed the Definitive Agreements or terminated our
7. Process. I believe that the Acquisition will
provide superior value to the Company's shareholders. I
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 I am interested only in
acquiring the outstanding Shares I or any other shareholders of the
Company who may choose to roll over with me do not already own, and
that I do not intend to sell my stake in the Company to a third
8. Advisors. I have retained DLA Piper as my legal
counsel and Huatai United Securities Co., Ltd. as my financial
advisor in connection with this proposal and the Acquisition.
9. No Binding Commitment. This letter
constitutes only a preliminary indication of my interest, and does
not constitute any binding commitment with respect to the
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, I would like to personally express my commitment to
bring this Acquisition to a successful and timely conclusion.
Should you have any questions regarding this proposal, please do
not hesitate to contact me at 010-63984292. I look forward to
speaking with you.
SOURCE TuanChe Limited