CUSIP No. 26853A100
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A Contribution and Support Agreement (the Contribution and Support Agreement) among Horizon, Baring
SPV, Crawford, Dongfeng, Holdco, Midco and Parent pursuant to which each Rollover Shareholder, including Crawford, agreed subject to the terms and conditions set forth therein and among other obligations and conditions, (a) to the contribution
of all of his or its Shares to Holdco in exchange for newly issued ordinary shares of Holdco immediately prior to the closing of the Merger (the Closing) in accordance with the terms thereof, and (b) to vote all of his or its
Securities (as defined in the Contribution and Support Agreement) in favor of approval of the Merger Agreement, the Merger and the Transactions, upon the terms and conditions set forth therein.
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A letter agreement in favor of Parent (the Equity Commitment Letter), pursuant to which Crawford
agreed, subject to the terms and conditions set forth therein, to make a direct or indirect equity investment in Parent immediately prior to the Closing.
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A limited guarantee (the Limited Guarantee) executed by Crawford in favor of the Issuer with respect
to certain obligations of Parent under the Merger Agreement.
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If the Merger is consummated, the ADSs will no longer be traded on the New
York Stock Exchange and the registration of the ADSs under Section 12 of the Securities Exchange Act of 1934, as amended, will be terminated.
Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, L.P. (the IGC Sellers) delivered to Crawford, among others,
a First Offer Notice dated April 23, 2018 (the IGC Notice) stating that the IGC Sellers proposed to sell all of their shares in the Issuer, consisting of 37,501 Class A Common Shares, 533,885 ADSs and 6,187,197 Class B
Common Shares (the IGC Subject Shares), to a third party in a private sale for cash consideration, pursuant to the IRA (as defined below), and offering Crawford the opportunity to purchase such shares, or a pro rata portion of such
shares, in accordance with the IRA, on the terms set forth in the IGC Notice. Crawford notified the IGC Sellers that it was accepting the offer by delivering a First ROFO Acceptance Notice (the IGC Acceptance) in compliance with the
terms of the IGC Notice and the IRA. The IGC Sellers advised Crawford that Ctrip Investment Holdings Ltd., or its affiliate (Ctrip), also exercised its rights under the IRA to purchase shares pursuant to the IGC Notice. On May 22,
2018, the Issuer notified the IGC Sellers that Ctrip was a Company
Non-Global
Competitor and Company Competitor (as defined in the IRA), and accordingly, any transfer of IGC Subject Shares to Ctrip would
require the approval of Crawford. Also on May 22, 2018, Crawford notified the IGC Sellers that it had not consented to, or waived its refusal rights with respect to, the sale of any of the IGC Subject Shares to Ctrip and did not intend to do
so. Ctrip informed the IGC Sellers and the Issuer that it disputed its designation as a Company
Non-Global
Competitor and Company Competitor, and claimed that it maintained its rights to acquire its pro rata
portion of the IGC Subject Shares under the IRA. On July 3, 2018, the Company Board formed an independent committee to determine, among other things, if Ctrip was a Company Non-Global Competitor and Company Competitor.
Despite the pending dispute among the Company, Crawford and Ctrip, the IGC Sellers elected to proceed with a sale of all of the IGC Subject Shares to
Crawford, but requested that Crawford indemnify the IGC Sellers against certain claims that may arise out of the dispute. In connection with Crawfords agreement to purchase all of the IGC Subject Shares and provide such indemnification to the
IGC Sellers under the IGC Purchase Agreement (as defined below), and in view of the fact that Crawford was relying upon the position taken by the Company in the dispute with Ctrip, the Company and Crawford entered into an Indemnification Agreement
dated as of August 9, 2018 (the Indemnification Agreement) pursuant to which the Company agreed to indemnify Crawford in regard to certain losses that it may suffer under the IGC Purchase Agreement, subject to a potential maximum
recovery amount for indemnifiable losses thereunder of US$15,000,000, which limit will be increased if permitted under the terms of the Companys debt instruments.
On August 9, 2018, Crawford entered into a Secondary Stock Purchase Agreement (the IGC Purchase Agreement) with the IGC Sellers and the other
parties thereto, pursuant to which Crawford purchased all of the IGC Subject Shares (the IGC ROFO Purchase). The purchase price was US$6.75 per Class A Common Share, US$13.50 per ADS and US$7.25 per Class B Common Share, for an
aggregate purchase price of $52,317,757.50, subject to possible increase pursuant to the Top Up Right and IRA Dispute Contingent Consideration. The sale of the Class B Common Shares was structured as an indirect sale of the capital stock of two
wholly-owned subsidiaries of the IGC Sellers, which allowed the transfer of the Class B Common Shares without a conversion to Class A Common Shares.
GS Car Rental HK Limited and GS Car Rental HK Parallel Limited (the GS Sellers) delivered to Crawford, among others, a First Offer Notice dated
April 25, 2017 (the GS Notice) stating that the GS Sellers proposed to sell all of their shares in the Issuer, consisting of 9,081,665 Class B Common Shares (the GS Subject Shares), in a single cash sale, pursuant
to the IRA, and offering Crawford the opportunity to purchase such shares, or a pro rata