SHANGHAI, April 9, 2019 /PRNewswire/ -- eHi Car Services
Limited ("eHi" or the "Company") (NYSE: EHIC), a leading car rental
and car services company in China,
today announced the completion of the merger (the "Merger") of the
Company with Teamsport Bidco Limited ("Merger Sub"), a wholly-owned
subsidiary of Teamsport Parent Limited ("Parent"), pursuant to the
previously announced amended and restated agreement and plan of
merger (the "Merger Agreement"), dated February 18, 2019, among the Company, Parent and
Merger Sub. As a result of the Merger, the Company has ceased to be
a publicly traded company and became a direct 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 April 8, 2019, each Class A common
share, par value US$0.001 per share
(each, a "Class A Share"), and each Class B common share, par value
US$0.001 per share (each, a "Class B
Share" and, collectively with the Class A Shares, "Shares" and
each, a "Share"), of the Company issued and outstanding immediately
prior to the effective time of the Merger, has been cancelled in
exchange for the right to receive US$6.125 in cash per Share (the "Per Share Merger
Consideration"), without interest and net of any applicable
withholding taxes, other than (x) Shares beneficially owned by
certain rollover shareholders (the "Rollover Shares") and (y)
Shares owned by shareholders who have validly exercised and have
not effectively withdrawn or lost their dissenter rights under the
Companies Law (2018 Revision) of the Cayman Islands (the "Cayman Islands Companies
Law") (the "Dissenting Shares").
Class A Shares represented by American depositary shares of the
Company (each representing two Class A Shares) ("ADSs") issued and
outstanding immediately prior to the effective time of the Merger
have also been cancelled in exchange for the right to receive the
Per Share Merger Consideration, and JPMorgan Chase Bank, N.A., in
its capacity as the ADS depositary (the "ADS Depositary") and
record holder of the Class A Shares represented by ADSs, will
distribute to the holders of such ADSs US$12.25 in cash per ADS (the "Per ADS Merger
Consideration"), net of the cancellation fee of US$0.05 per ADS, pursuant to the terms of the
Deposit Agreement, dated November 17,
2014, among the Company, the ADS Depositary, and the holders
and beneficial owners of ADSs issued thereunder, in each case,
without interest and net of any applicable withholding taxes.
At the effective time of the Merger, all of the ADSs were canceled
and each holder of an ADS issued and outstanding immediately prior
to the effective time of the Merger is only entitled to receive the
Per ADS Merger Consideration in respect to each such ADS, net of
the cancellation fee of US$0.05 per
ADS payable pursuant to the terms of the Deposit Agreement, without
interest and net of any applicable withholding taxes.
The Rollover Shares were not cancelled and instead continue to
exist without interruption, and each represents one validly issued,
fully paid and non-assessable ordinary share of the Company, as the
surviving company in the Merger. The Dissenting Shares were
cancelled at the effective time of the Merger in exchange for the
right to receive the fair value of such Shares determined in
accordance with the provisions of Section 238 of the Cayman Islands
Companies Law.
Shareholders of record as of the effective time of the Merger
entitled to the Per Share Merger Consideration will receive a
letter of transmittal and instructions on how to surrender their
share certificates in exchange for the Per Share Merger
Consideration. Shareholders should wait to receive the letter of
transmittal before surrendering their share certificates.
ADS holders of record as of immediately prior to the effective
time of the Merger who are entitled to the Per ADS Merger
Consideration will automatically receive from the ADS Depositary,
for each such ADS held by them, the Per ADS Merger Consideration
less an ADS cancellation fee of US$0.05 per ADS, without interest and net of any
applicable withholding taxes, in exchange for the cancellation of
such ADSs. Payment of the net Per ADS Merger Consideration will be
made to such ADS holders pursuant to the ADS Deposit Agreement and
as soon as practicable after the ADS Depositary receives the merger
consideration. ADS holders who hold their ADSs in "street name"
through their broker, bank or other nominee will not be required to
take any action to receive the net Per ADS Merger Consideration for
their ADSs as the ADS Depositary will arrange for the remittance of
the net Per ADS Merger Consideration with The Depository Trust
Company (the clearance and settlement system for the ADSs) for
distribution to the applicable broker, bank or nominee on behalf of
such beneficial owners. Any questions concerning the receipt of the
Per ADS Merger Consideration from holders who hold ADSs in "street
name" should be directed by such holders to their applicable
broker, bank or nominee.
The Company also announced today that it has requested that
trading of its ADSs on the New York Stock Exchange (the "NYSE") be
suspended as of the close of trading on April 9, 2019. The Company requested that the
NYSE file a Form 25 with the United States 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 United States Securities Exchange Act of
1934, as amended, by filing a Form 15 with the SEC in approximately
10 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
cease once the deregistration becomes effective.
About eHi Car Services Limited
eHi Car Services Limited (NYSE: EHIC) is a leading car rental
and car services provider in China. The Company's mission is
to provide comprehensive mobility solutions as an alternative to
car ownership by best utilizing existing resources and sharing
economy to create optimal value. eHi distinguishes itself
in China's fast-growing car rental and car services
market through its complementary business model, customer-centric
corporate culture, broad geographic coverage, efficient fleet
management, leading brand name, and commitment to technological
innovation. eHi is the exclusive strategic partner
in China to the brands Enterprise Rent-A-Car, National
Car Rental and Alamo Rent A Car owned by Enterprise Holdings, Inc.,
the largest car rental provider in the world. Enterprise Holdings,
Inc. is owned by The Crawford Group, Inc. For more information
regarding eHi, please visit http://en.1hai.cn.
Safe Harbor
This news release may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. These forward-looking statements can be identified by
terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates" and similar statements.
Forward-looking statements involve risks, uncertainties and other
factors that could cause actual results to differ materially from
those contained in any such statements. The Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
View original
content:http://www.prnewswire.com/news-releases/ehi-car-services-announces-completion-of-going-private-transaction-300827958.html
SOURCE eHi Car Services Limited