TAI'AN, China, Nov. 11, 2018 /PRNewswire/ -- China Customer
Relations Centers, Inc. (NASDAQ: CCRC) ("CCRC" or the "Company"), a
leading call center business process outsourcing ("BPO") enterprise
based in China, today announced
that its board of directors (the "Board") has received a
preliminary non-binding proposal letter dated November 10, 2018 jointly submitted by its
founder and chairman of the Board, Mr. Zhili Wang, and Guangzhou Cornerstone Asset
Management Co., Ltd. ("Cornerstone"), to acquire all of the
outstanding shares of CCRC not currently owned by them in a going
private transaction for $16.00 per
common share in cash. A copy of the proposal letter is attached
hereto as Annex A.
CCRC's Board has formed a special committee of independent and
disinterested directors (the "Independent Committee") consisting of
Tianjun Zhang, Owens Meng, and
Jie Xu, to consider this proposal.
The Independent Committee intends to retain a financial advisor and
legal counsel to assist it in its work. The Board cautions the
Company's shareholders and others considering trading in its
securities that the Board just received the preliminary non-binding
proposal from Mr. Wang and Cornerstone, and no decisions have been
made by the Independent Committee with respect to CCRC's response
to the proposal. 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.
About China Customer Relations Centers, Inc.
(http://www.ccrc.com)
China Customer Relations Centers, Inc. (NASDAQ: CCRC) is a
leading call center BPO enterprise based in China. CCRC
primarily focuses on the complex customer care services, including
customer relationship management, technical support, sales,
customer relation, marketing surveys and research. CCRC's service
is currently delivered from call centers located at over 25 cities
across 14 provinces, autonomous regions and municipalities in
China, including Shandong, Jiangsu, Anhui, Hebei,
Xinjiang, Guangxi, Jiangxi, Chongqing, Beijing, Henan, Sichuan, Guangdong, Heilongjiang, and Yunnan.
Safe Harbor Statements
Certain statements contained in this announcement may be viewed
as "forward-looking statements" within the meaning of Section 27A
of the U.S. Securities Act of 1933, as amended, and Section 21E of
the U.S. Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
performance, financial condition or results of operations of the
Company to be materially different from any future performance,
financial condition or results of operations implied by such
forward-looking statements. The accuracy of these statements may be
impacted by a number of business risks and uncertainties that could
cause actual results to differ materially from those projected or
anticipated. The Company undertakes no ongoing obligation, other
than that imposed by law, to update these statements.
For further information, please contact
Tony Tian, CFA
Weitian Group LLC
Email: tony.tian@weitian-ir.com
Phone: +1-732-910-9692
Annex A
November 10, 2018
Board of Directors (the "Board")
China Customer Relations Centers, Inc. ("CCRC" or the
"Company")
1366 Zhongtianmen Dajie
High-tech Zone, Taian City, Shandong
Province
People's Republic of China
27100
Dear Members of the Board of Directors:
Mr. Zhili Wang, Chairman of the
Board and the CEO of CCRC (the "Founder"), and
Guangzhou Cornerstone Asset Management Co., Ltd., a company
incorporated under the laws of the
People's Republic of China ("Cornerstone",
together with the Founder, the "Consortium Members",
"we" or "us"), appreciate that the
Board adopted resolutions that expressly approved the Founder and
Cornerstone to, among other things, discuss and enter into a
consortium agreement with each other and jointly submit a proposal
with respect to the Acquisition (as defined below) to the Board,
and approved that none of the Founder and Cornerstone shall be
deemed an "interested Shareholder" of the Company under Article 23
of the Company's Articles of Association by reason of forming a
buyer consortium or submitting a joint Acquisition proposal.
We are pleased to submit this preliminary non-binding proposal
("Proposal") to acquire all of the outstanding common
shares of the Company that are not already held by the Consortium
Members (the "Acquisition").
We believe that our Proposal provides a very attractive
opportunity for the Company's shareholders to realize substantial
and immediate returns while ensuring long term growth and continued
investment in the Company's business. Key terms of our
Proposal include:
1.
Consortium. The Consortium Members intend to form an
acquisition company for the purpose of implementing the
Acquisition, and have agreed to work exclusively within the
framework of the Consortium in pursuing the Acquisition.
2. Purchase
Price. The consideration payable for each common share of the
Company is proposed to be $16.0 per
common share in cash (in each case other than those common shares
held by the members of the Consortium). Our proposal
represents a premium of approximately 57.5% to the Company's
closing price on November 9, 2018 and
a premium of approximately 34.4% to the Company's volume weighted
average share price of the last 30 trading days.
3.
Funding. We intend to finance the Acquisition with a
combination of equity and debt capital. Equity and debt
financing would be provided by the Consortium Members in the form
of rollover equity in the Company and cash contributions from us
and other sponsors. We expect definitive commitments for the
required financing, subject to terms and conditions set forth
therein, to be in place when the Definitive Agreements (as defined
below) are signed with the Company.
4. Process; Due
Diligence. We believe that the Acquisition will provide
superior value to the Company's shareholders. We recognize
that the Company's Board of Directors will evaluate the Acquisition
fairly and independently before it can make its determination to
endorse it. We have engaged China Renaissance as our
financial advisor, Skadden, Arps, Slate, Meagher & Flom LLP as
our U.S. legal counsel, and Conyers
Dill & Pearman as our BVI legal counsel. We
believe that we will be in a position to complete customary legal,
financial and accounting due diligence for the Acquisition in a
timely manner and in parallel with discussions on the Definitive
Agreements.
5. Definitive
Agreements. We are prepared to promptly negotiate and
finalize mutually satisfactory definitive agreements with respect
to the Acquisition (the "Definitive Agreements")
while conducting our due diligence. This proposal is subject
to the execution of the Definitive Agreements. The Definitive
Agreements will provide for representations, warranties, covenants
and conditions which are typical, customary and appropriate for
transactions of this type.
6.
Confidentiality. We believe it would be in all of our
interests to ensure that we proceed in a strictly confidential
manner, unless otherwise required by law, until we have executed
Definitive Agreements or terminated our discussion.
7. Business and
Operations of the Company. The Consortium Members
collectively own approximately 21.6% of the Company's issued and
outstanding shares, and remain committed to building and growing
the Company as a leader in China's
call center and e-commerce backend service outsourcing
industry. In considering our Proposal, you should be aware
that we are interested only in acquiring the outstanding shares of
the Company that we do not already own, and that we do not intend
to sell our shares in the Company to any third party.
8. About
Cornerstone. Cornerstone Capital is an investment management
company headquartered in Guangzhou,
China. Cornerstone Capital has extensive experience in
investment banking and fund management businesses across the areas
of equity trading, mergers and acquisitions, and corporate
financing on both domestic Chinese and foreign capital markets.
12. No Binding
Commitment. This letter does not contain all matters upon
which agreement must be reached in order to consummate the proposed
Acquisition described above, constitutes only a preliminary
indication of our interest, and does not constitute any binding
commitment with respect to the Acquisition. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in
such documentation. Nothing herein shall obligate any person
to engage in or continue discussions regarding the proposed
Acquisition, and any of us may terminate discussions at any time
for any reason or no reason. Any actions taken by any person
in reliance on this Proposal shall be at that person's own risk and
cost.
In closing, we would like to express our commitment to working
together to bring this Acquisition to a successful and timely
conclusion. We look forward to hearing from you.
* * * *
Sincerely,
/s/ Zhili Wang___
Zhili Wang
Sincerely,
Guangzhou Cornerstone Asset Management Co., Ltd.
(广州基岩资产管理有限公司)
By: /s/ Xu He_________
Name: Xu He
Title: Authorized Signatory
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SOURCE China Customer Relations Centers, Inc.