BEIJING, Jan. 22, 2021 /PRNewswire/ -- Gridsum Holding
Inc. ("Gridsum" or the "Company") (NASDAQ:GSUM), a leading provider
of cloud-based big-data analytics and artificial intelligence
("AI") solutions in China, today
announced it has called an extraordinary general meeting of
shareholders (the "EGM"), to be held on February 22, 2021 at 10:00
a.m. (Beijing time), at
Gridsum, South Wing, High Technology Building, No. 229 North 4th
Ring Road, Haidian District, Beijing 100083, People's Republic of China, to consider and
vote upon, among other things, the proposal to authorize and
approve the previously announced agreement and plan of merger,
dated September 30, 2020 (the "Merger
Agreement"), among the Company, Gridsum Corporation, an exempted
company with limited liability incorporated under the laws of the
Cayman Islands ("Parent"), and
Gridsum Growth Inc., an exempted company with limited liability
incorporated under the laws of the Cayman
Islands and a wholly-owned subsidiary of Parent ("Merger
Sub"), the plan of merger (the "Plan of Merger") required to be
filed with the Registrar of Companies of the Cayman Islands in connection with the Merger
(as defined below), and the transactions contemplated by the Merger
Agreement and the Plan of Merger, including the Merger.
Pursuant to the Merger Agreement and the Plan of Merger, at the
effective time of the Merger, Merger Sub will merge with and into
the Company, with the Company continuing as the surviving company
and becoming a wholly-owned subsidiary of Parent (the "Merger"). If
the Merger is completed, the Company will become a privately-held
company, and, as a result of the Merger, the Company's American
depositary shares ("ADSs"), each representing one class B ordinary
share of the Company, par value US$
0.001 per share (the "Class B Ordinary Shares"), will no
longer be listed on the NASDAQ Global Select Market and the
Company's American depositary shares program will terminate. In
addition, the ADSs and the Class B Ordinary Shares represented by
the ADSs will cease to be registered under Section 12 of the
Securities Exchange Act of 1934 following the completion of the
Merger.
The Company's board of directors (the "Board"), acting upon the
unanimous recommendation of a special committee of Board, composed
solely of directors who are unaffiliated with any person
participating as a buyer or rollover securityholder in the Merger
or any member of the management of the Company, authorized and
approved the execution, delivery and performance of the Merger
Agreement, the Plan of Merger, and the consummation of the
transactions contemplated thereby, including the Merger, and
resolved to recommend that the Company's Shareholders vote FOR,
among other things, the proposal to authorize and approve the
Merger Agreement, the Plan of Merger and the consummation of the
transactions contemplated thereby, including the Merger.
Shareholders of record at the close of business in the
Cayman Islands on February 8, 2021 are entitled to attend and vote
at the EGM or any adjournment thereof. ADS holders as of the close
of business in New York City on
January 27, 2021 will be entitled to
instruct Citibank, N.A., the ADS depositary, to vote the Class B
Ordinary Shares represented by the ADSs at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the definitive proxy statement attached as Exhibit
(a)-(1) thereto, as amended, filed with the U.S. Securities and
Exchange Commission (the "SEC"), which can be obtained, along with
other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC's
website (www.sec.gov), or at the SEC's Public Reference Room at 100
F Street NE, Washington, D.C.
20549. In addition, copies of these documents can also be obtained,
without charge, by contacting Eric
Yuan, at +86-10-5900-1548 or by email at
Eyuan@christensenir.com, or by contacting Mr. Tip Fleming, at +1
917 412 3333 or by email at tfleming@christensenir.com.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS.
The Company and certain of its directors and officers may, under
SEC rules, be deemed to be "participants" in the solicitation of
proxies from the Company's shareholders with respect to the
proposed Merger. Further information regarding persons who may be
deemed participants, including any direct or indirect interests
they may have, is set forth in the definitive proxy statement
relating to the Merger.
This announcement is for information purposes only and does not
constitute an offer to purchase or the solicitation of an offer to
sell any securities or a solicitation of any proxy, vote or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About Gridsum
Gridsum Holding Inc. (NASDAQ: GSUM) is a leading provider of
cloud-based big-data analytics and AI solutions for multinational
and domestic enterprises and government agencies in China. Gridsum's core technology, the Gridsum
Big Data Platform and the Gridsum Prophet: Enterprise AI Engine, is
built on a distributed computing framework and performs real-time
multi-dimensional correlation analysis of both structured and
unstructured data. This enables Gridsum's customers to identify
complex relationships within their data and gain new insights that
help them make better business decisions. The Company is named
"Gridsum" to symbolize the combination of distributed computing
(Grid) and analytics (sum). As a digital intelligence pioneer, the
Company's mission is to help enterprises and government
organizations in China use data in
new and powerful ways to make better-informed decisions and be more
productive.
For more information, please visit http://www.gridsum.com/.
Safe Harbor Statement
This announcement contains forward-looking statements. These
forward-looking statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These statements can be identified by terminology such as
"may," "will," "expects," "anticipates," "aims," "future,"
"intends," "plans," "believes," "estimates," "likely to" and
similar statements. Forward-looking statements involve inherent
risks and uncertainties. Many factors could cause actual results to
differ materially from those contained in any forward-looking
statement, including but not limited to the substantial doubt about
the Company's ability to continue as a going concern, duration and
impact of the COVID-19 pandemically, uncertainties as to how the
Company's shareholders will vote at the extraordinary general
meeting in connection with the Merger, the possibility that
competing offers will be made, the possibility that financing for
the Merger may not be available, the possibility that various
closing conditions for the Merger may not be satisfied or waived,
and other risks and uncertainties discussed in documents filed with
the U.S. Securities and Exchange Commission by the Company. Further
information regarding these and other risks is included in the
Company's filings with the SEC. All information provided in this
press release is as of the date of this press release, and Gridsum
undertakes no duty to update such information except as required
under applicable law.
Investor Relations
Gridsum
ir@gridsum.com
Christensen
In China
Mr. Eric Yuan
Phone: +86-10-5900-1548
Email: Eyuan@christensenir.com
In U.S.
Mr. Tip Fleming
Phone: +1 917 412 3333
Email: tfleming@christensenir.com
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SOURCE Gridsum Holding Inc.