BEIJING, Feb. 17, 2016 /PRNewswire/ -- Jumei International
Holding Limited (NYSE: JMEI) ("Jumei" or the "Company"),
China's leading online retailer of
beauty products, today announced that its board of directors (the
"Board") has received a non-binding proposal letter, dated
February 17, 2016, from Mr.
Leo Ou Chen, Founder, Chairman of
the Board of Directors and CEO of the Company, Mr. Yusen Dai, Co-founder, Director and Vice
President of Products of the Company, and the Sequoia funds, the
existing shareholders of the Company (together, the "Buyer Group"),
proposing a "going-private" transaction (the "Transaction") to
acquire all of the outstanding ordinary shares of Jumei not already
owned by the Buyer Group for US$ 7.0
in cash per American depositary share ("ADS"), which
represents a premium of 26.6% above the average
closing price of the Company's ADSs over the last 10 trading
days.
The Buyer Group and their affiliates beneficially own an
aggregate of approximately 54.4% of all of the Company's issued and
outstanding ordinary shares, which represent approximately 90.1% of
the aggregate voting power of the Company.
According to the proposal letter, the Buyer Group intends to
fund the consideration payable in the Transaction with a
combination of debt and/or equity capital, and rollover equity in
the Company. A copy of the proposal letter is attached as Annex A
to this press release.
The Board cautions the Company's shareholders and others
considering trading in its securities that the Board just received
the non-binding proposal letter from the Buyer Group and no
decisions have been made with respect to the Company's response to
the Transaction. There can be no assurance that any definitive
offer will be made, that any agreement will be executed 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.
About Jumei
Jumei (NYSE: JMEI) is China's
leading online retailer of beauty products. Jumei's internet
platform is a trusted destination for consumers to discover and
purchase branded beauty products, fashionable apparel and other
lifestyle products through the Company's jumei.com and
jumeiglobal.com websites and mobile application. Leveraging its
deep understanding of customer needs and preferences, as well as
its strong merchandizing capabilities, Jumei has adopted multiple
effective sales formats to encourage product purchases on its
platform, including curated sales, online shopping mall and flash
sales. More information about Jumei can be found at
http://jumei.investorroom.com.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are 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" and similar statements. Jumei may also make
written or oral forward-looking statements in its periodic reports
to the U.S. Securities and Exchange Commission ("SEC") on Forms
20-F and 6-K, in its annual report to shareholders, in press
releases and other written materials and in oral statements made by
its officers, directors or employees to third parties. Statements
that are not historical facts, including statements about Jumei's
beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statement. Further information regarding such risks and
uncertainties is included in Jumei's filings with the SEC,
including its annual report on Form 20-F. All information provided
in this press release and in the attachments is as of the date of
this press release, and Jumei does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
For investor and media inquiries, please contact:
Jumei International Holding Limited
Mr. Sterling Song
Investor Relations Director
Phone: +86-10-5676-6983
Email: kans@jumei.com
Christensen
In China
Mr. Christian Arnell
Phone: +86-10-5900-1548
Email: carnell@christensenir.com
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: lbergkamp@ChristensenIR.com
Annex A
February 17, 2016
The Board of Directors
Jumei International Holding Limited (the "Company"), 20F, Tower B,
Central Point Plaza, No.11 Dongzhimen South Avenue, Dongcheng
District, 100007 Beijing PRC
Dear Sirs:
Mr. Leo Ou Chen, Founder,
Chairman of the Board of Directors and CEO of the Company,
Mr. Yusen Dai, Co-founder, Director
and Vice President of Products of the Company, and Sequoia Capital
China II L.P., Sequoia Capital China Partners Fund II, L.P. and
Sequoia Capital China Principals Fund II, L.P. (collectively
referred to as the "Sequoia funds" and together with Mr. Chen and
Mr. Dai, the "Buyer Group"), are pleased to submit this preliminary
non-binding proposal to acquire all outstanding ordinary shares
(the "Shares") of the Company not owned by the Buyer Group in a
going-private transaction (the "Acquisition"). Our proposed
purchase price is US$ 7.0 per
American depositary share of the Company ("ADS", each representing
one Share) in cash. The Buyer Group and their affiliates
beneficially own approximately 54.4% of all the issued and
outstanding Shares of the Company, which represent approximately
90.1% of the aggregate voting power of the Company.
We believe that our proposed price provides an attractive
opportunity to the Company's shareholders. This price represents a
premium of 26.6 % above the average closing price of the Company's
ADSs over the last 10 trading days.
The terms and conditions upon which we are prepared to pursue
the Acquisition are set forth below. We are confident in our
ability to consummate an Acquisition as outlined in this
letter.
- Buyer Group. Members of the Buyer Group intend to enter
into a consortium agreement, pursuant to which members of the Buyer
Group will agree to, among other things, cooperate in connection
with implementing the Acquisition, and work with each other on an
exclusive basis in pursuing the Acquisition.
- Purchase Price. Our proposed consideration payable for
the Shares acquired in the Acquisition is US$ 7.0 per ADS, or US$7.0 per Share (the "Offer Price"), in
cash.
- Financing. We intend to finance the Acquisition with a
combination of debt and/or equity capital. Equity financing will be
provided by the Buyer Group in the form of cash and rollover equity
in the Company. Debt financing is expected to be provided by
third-party loans, if required. We are confident that we can timely
secure adequate financing to consummate the Acquisition.
- Due Diligence. Parties providing financing will require
a timely opportunity to conduct customary due diligence on the
Company. We would like to ask the board of directors of the Company
(the "Board") 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
subject to a customary form of confidentiality agreement.
- Definitive Agreements. We are 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.
- Confidentiality. The Buyer Group will, as required by
law, promptly file a Schedule 13D to disclose this proposal. We are
sure you will agree with us that it is in all of our interests to
ensure that our discussions relating to the Acquisition proceed in
a confidential manner, unless otherwise required by law, until we
have executed the Definitive Agreements or terminated our
discussions.
- Process. We believe that the Acquisition will provide
value to the Company's shareholders. We 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 we
are interested only in acquiring the outstanding Shares that the
Buyer Group does not already own, and that the Buyer Group does not
intend to sell their stake in the Company to a third party.
- No Binding Commitment. This letter constitutes only a
preliminary indication of our interest, and does not constitute any
binding offer, agreement or commitment with respect to an
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, each of us would like to express our commitment to
working together to bring this Acquisition to a successful and
timely conclusion. Should you have any questions regarding this
proposal, please do not hesitate to contact any of us. We look
forward to speaking with you.
Leo Ou
Chen
/s/_Leo Ou
Chen_______________
Leo
Ou
Chen
Yusen
Dai
/s/_Yusen
Dai_______________
Yusen
Dai
Sequoia Capital China II, L.P.
Sequoia Capital China Partners Fund II, L.P.
Sequoia
Capital China Principals Fund II, L.P.
By: Sequoia Capital China Management II,
L.P.
A Cayman Islands exempted limited
partnership
General Partner of Each
By: SC China Holding Limited
A Cayman
Islands limited liability company
Its General Partner
SIGNED by /s/ Wendy
Kok
Name:Wendy Kok
Authorized Signatory
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SOURCE Jumei International Holding Limited