BEIJING, Sept. 18, 2020 /PRNewswire/ -- 58.com Inc. (NYSE:
WUBA) ("58.com" or the "Company"), China's largest online market place for
classifieds, today announced the completion of the merger (the
"Merger") with Quantum Bloom Company Ltd ("Merger Sub"), a
wholly-owned subsidiary of Quantum Bloom Group Ltd ("Parent"),
pursuant to the previously announced agreement and plan of
merger, dated as of June 15, 2020
(the "Merger Agreement"), among the Company, Parent and Merger Sub.
As a result of the Merger, the Company became a wholly-owned
subsidiary of Parent and will cease to be a publicly traded
In accordance with the terms of the Merger Agreement, which was
approved by the Company's shareholders at an extraordinary general
meeting held on September 7, 2020,
each Class A ordinary share, par value US$0.00001 per share, of the Company (each a
"Class A Share") and each Class B ordinary share, par value
US$0.00001 per share, of the Company
(each a "Class B Share," and together with each Class A Share,
collectively the "Shares") issued, outstanding and not represented
by American depositary shares of the Company (each, an "ADS,"
representing two Class A Shares) immediately prior to the effective
time of the Merger (the "Effective Time"), other than the Excluded
Shares and the Dissenting Shares (each as defined in the Merger
Agreement), has been cancelled and ceased to exist, in exchange for
the right to receive US$28.00 in cash
without interest, and each outstanding ADS, other than ADSs
representing Excluded Shares, together with each Share represented
by such ADSs, have been cancelled in exchange for the right to
receive US$56.00 in cash without
interest (the "Merger Consideration").
Registered shareholders 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 Shares in
exchange for the Merger Consideration and should wait to receive
the letter of transmittal before surrendering their Shares. Payment
of the Merger Consideration (less an ADS cancellation fee of
US$0.05 per ADS), without interest
and net of any applicable withholding taxes, will be made to
holders of ADSs as soon as practicable after Citibank, N.A., the
ADS depositary, receives the aggregate Merger Consideration payable
to holders of ADSs from the paying agent.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange (the "NYSE") be
suspended as of September 18, 2020.
The Company requested that the NYSE file a Form 25 with the
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of its ADSs on the NYSE and the deregistration of the
Company's registered securities. The deregistration will become
effective 90 days after the filing of the 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 promptly filing a Form 15 with the SEC. The
Company's obligation 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 cease
once the deregistration becomes effective.
In connection with the Merger, Houlihan
Lokey (China) Limited is
serving as financial advisor to the special committee of the board
of directors of the Company (the "Special Committee"); Fenwick
& West LLP is serving as U.S. legal counsel to the Special
Committee; Skadden, Arps, Slate, Meagher & Flom LLP is serving
as U.S. legal counsel to the Company; Han Kun Law Offices is
serving as PRC legal counsel to the Company; and Conyers Dill & Pearman is serving as
Cayman Islands legal counsel to
Wilson Sonsini Goodrich &
Rosati, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Kirkland
& Ellis LLP and Weil, Gotshal & Manges LLP are serving as
international co-counsels to the investor consortium (the
"Consortium"). Fangda Partners is serving as PRC legal counsel to
the Consortium. Maples and Calder (Hong
Kong) LLP is serving as Cayman
Islands legal counsel to the Consortium.
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.
Safe Harbor Statement
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. 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:
Mr. Eric Yuan
In the U.S.
Ms. Linda Bergkamp
SOURCE 58.com Inc