Amended Statement of Ownership: Private Transaction (sc 13e3/a)
March 20 2020 - 9:39AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
(Amendment No. 1)
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 THEREUNDER
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities
Exchange Act of 1934
Jumei International Holding Limited
(Name of the Issuer)
Jumei International Holding Limited
(Name of Person(s) Filing Statement)
Class A Ordinary Shares, par value US$0.00025
per share*
(Title of Class of Securities)
48138L206**
(CUSIP Number of Class of Securities)
Sean Shao
Chairman of the Special Committee of
the Board of Directors
20th Floor, Tower B, Zhonghui Plaza
11 Dongzhimen South Road, Dongcheng District
Beijing 100007, People’s Republic
of China
Tel: +86 10-5676-6999
With a copy to:
Stephanie Tang, Esq.
Hogan Lovells
11th Floor, One Pacific Place
88 Queensway
Admiralty
Hong Kong
Tel: +852 2219-0888
(Name, Address and Telephone Number of
Person Authorized to Receive
Notices and Communications on Behalf
of the Person(s) Filing Statement)
This statement is filed in connection with
(check the appropriate box):
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a.
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☐ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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☐ The filing of a registration statement under the Securities
Act of 1933.
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Check the following
box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following
box if the filing is a final amendment reporting the results of the transaction: ☐
Calculation of Filing Fee
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Transaction Valuation***
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Amount of Filing Fee****
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$ 127,515,764.69
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$ 16,551.55
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*
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Not for trading, but only in connection with the listing on the New York Stock Exchange of the American
depositary shares (“ADSs”), each representing ten class A ordinary shares, par value $0.00025 per share,
of the issuer (the “Class A Ordinary Shares”).
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**
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This CUSIP number applies to the issuer’s ADSs.
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***
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Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(b)(1) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction valuation was calculated
based on the sum of (a) the aggregate cash payment for the proposed per-share cash payment of $2.00 for 63,255,412 outstanding
Class A Ordinary Shares (including shares represented by ADSs of the issuer subject to the transaction plus (b) the product of
393,218 Class A Ordinary Shares issuable under all outstanding and unexercised options with exercise prices of less than $2.00
multiplied by $1.17502 per option share (which is the difference between the $2.00 per Class A Ordinary Share merger consideration
and the weighted average exercise price of the options of $0.82498 per Class A Ordinary Share), plus (c) the product of 271,452
Class A Ordinary Shares underlying the restricted share units multiplied by $2.00 per Class A Ordinary Share ((a), (b), and (c)
together, the “Transaction Valuation”).
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****
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The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities
and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2020, , issued on August 23, 2019, was calculated by multiplying the
Transaction Valuation by 0.00012980.
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☒
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and date of its filing.
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Amount Previously Paid: $16,551.55
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Filing Party: Jumei Investment Holding Limited, Super ROI Global Holding Limited, Mr. Leo Ou Chen
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Form or Registration No.: Schedule TO
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Date Filed: February 26, 2020
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Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this
transaction, or passed upon the adequacy or accuracy of the disclosure in this Schedule 13E-3. Any representation to the contrary
is a criminal offense.
INTRODUCTION
This Amendment No.1 (this “Amendment
No. 1”) amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as amended or supplemented
from time to time, the “Statement”) filed on February 26, 2020 with the Securities and Exchange Commission
(the “SEC”) by Jumei International Holding Limited, an exempted company with limited liability incorporated
under the laws of the Cayman Islands (the “Company”), the issuer of the Class A Ordinary Shares (as defined
below) and ADSs (as defined below) that are the subject of the Rule 13e-3 transaction described below.
This Amendment No. 1 relates to the cash tender
offer by Jumei Investment Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman
Islands (“Purchaser”), and a wholly owned subsidiary of Super ROI Global Holding Limited, a British Virgin
Islands business company (“Parent”), to purchase all the outstanding class A ordinary shares of the Company,
par value $0.00025 per share (the “Class A Ordinary Shares”), and American depositary shares (the “ADSs”,
each representing ten Class A Ordinary Shares) other than Class A Ordinary Shares and ADSs owned by Parent and Purchaser, at a
purchase price of $2.00 per Class A Ordinary Share or $20.00 per ADS, net to the seller in cash, without interest and less $0.05
per ADS cancellation fees and other related fees and withholding taxes (ADS depositary has confirmed that it will not assess $0.02
per ADS depositary service fee) required by applicable law (the “Offer”). Parent is ultimately wholly
owned by The Leo Chen Trust. Vistra Trust (Singapore) Pte Limited is the trustee of The Leo Chen Trust, with Mr. Leo Ou Chen (“Mr.
Chen”) as settlor and Mr. Chen and his family as beneficiaries. Mr. Chen is the founder, the chairman of the board
of directors of the Company, the chief executive officer and the acting chief financial officer of the Company. The Offer is being
made pursuant to the Agreement and Plan of Merger, dated as of February 25, 2020 (together with any amendments or supplements thereto,
the “Merger Agreement”), by and among the Company, Parent and the Purchaser. The Merger Agreement provides,
among other things, that as soon as practicable after consummation of the Offer and subject to the satisfaction or waiver of the
terms and conditions of the Merger Agreement, the Purchaser will merge with and into the Company (the “Merger”)
through a “short-form” merger in accordance with Part XVI and in particular Section 233(7) of the Companies Law Cap.
22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, with the Company continuing as the surviving corporation
and a wholly owned subsidiary of Parent. The terms of the Offer, and the conditions to which it is subject, are set forth in the
combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO by the Purchaser and Parent
on February 26, 2020 (as amended or supplemented from time to time, the “Schedule TO”), which contain
as exhibits an Offer to Purchase dated February 26, 2020 (the “Offer to Purchase,” and the related Letters
of Transmittal, which together with the Offer to Purchase, as each of them may be amended or supplemented from time to time, contain
the terms of the Offer). In response to the Offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9
on February 26, 2020 (the “Schedule 14D-9”).
The information in the Statement is incorporated
into this Amendment No. 1 by reference to all of the applicable items in the Statement, except that such information is hereby
amended and supplemented to the extent provided in this Amendment No. 1. All information contained in this Schedule 13E-3 concerning
the Company, Parent and the Purchaser has been provided by such person and not by any other person. All capitalized terms used
in this Schedule 13E-3 without definition have the meanings ascribed to them in the Schedule 14D-9.
The information contained in the Schedule
14D-9 as amended by the Solicitation/Recommendation Statement (Amendment No. 1) on Schedule 14D-9 filed by the Company with the
SEC on March 20, 2020, a copy of which is filed as Exhibit (a)(2)(C) hereto, and the information contained in the Schedule TO as
amended by the Tender Offer Statement (Amendment No. 1) on Schedule TO filed by Parent, Purchaser and Mr. Chen on March 20, 2020,
a copy of which is filed as Exhibit (a)(1)(H) hereto, are incorporated herein by reference, and amend, supplement and restate,
as the case may be, the Statement.
INTRODUCTION
The Introduction section of the Statement
is hereby amended and supplemented as follows:
All references to the Offer Price
and related fees of “without interest and less $0.05 per ADS cancellation fees, $0.02 per ADS depositary service fees and
other related fees and withholding taxes” or such similar words are hereby amended by deleting such words in their entirety
and replacing them with “without interest and less $0.05 per ADS cancellation fees and other related fees and withholding
taxes (ADS depositary has confirmed that it will not assess $0.02 per ADS depositary service fee)”.
The following exhibits are filed herewith:
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this Statement is true, complete and correct.
Dated: March 20, 2020
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JUMEI INTERNATIONAL HOLDING LIMITED
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By:
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/s/ Sean Shao
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Name:
Title:
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Sean
Shao
Chairman of the Special Committee of the Board of Directors
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