HANGZHOU, China, Nov. 6, 2023
/PRNewswire/ -- BEST Inc. (NYSE: BEST) ("BEST" or the
"Company"), a leading integrated smart supply chain solutions and
logistics services provider in China and Southeast
Asia ("SEA"), today announced that its board of directors
(the "Board") has received a preliminary non-binding proposal
letter (the "Proposal Letter"), dated November 3, 2023, from Mr. Shao-Ning Johnny Chou, founder, chairman of the
Board and chief executive officer of the Company, on behalf of Mr.
Shao-Ning Johnny Chou, Mr.
George Chow, the chief strategy and
investment officer of the Company, Denlux Logistics Technology
Invest Inc., Alibaba Investment Limited, BJ Russell Holdings
Limited and Cainiao Smart Logistics Investment Limited
(collectively, the "Buyer Group"), to acquire all of the
outstanding ordinary shares of the Company (the "Ordinary Shares"),
including the Class A ordinary shares represented by the American
Depositary Shares of the Company (the "ADSs", each representing 20
Class A ordinary shares) that are not already beneficially owned by
the Buyer Group for a proposed purchase price of US$0.144 per Ordinary Share or US$2.88 per ADS in cash (the "Proposed
Transaction"). A copy of the Proposal Letter is attached hereto as
Exhibit A.
According to the Proposal Letter, the Buyer Group intends to
fund the consideration payable in the Proposed Transaction
primarily with equity capital from the Buyer Group in the form of
rollover equity in the Company and cash contributions.
The Company today also announced that the Board has formed a
special committee consisting of its three independent directors,
Wenbiao Li, Ying Wu and Klaus Anker
Petersen, to evaluate and consider the Proposal Letter and
the Proposed Transaction. Ying Wu will chair the special
committee.
The Board cautions the Company's shareholders and others
considering trading the Company's securities that no decision has
been made with respect to the Proposal Letter or the Proposed
Transaction. There can be no assurance that any definitive offer
will be received, that any definitive agreement will be executed
relating to the Proposed Transaction, or that the Proposed
Transaction or any other similar transaction will be approved or
consummated. The Company does not undertake any obligation to
provide any updates with respect to any transaction, except as
required under applicable law.
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. Among other things,
the business outlook and quotations from management in this
announcement, as well as BEST's strategic and operational plans,
contain forward-looking statements. BEST may also make written or
oral forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission (the "SEC"), 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 BEST'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, including but not limited to the
following: BEST's goals and strategies; BEST's future business
development, results of operations and financial condition; BEST 's
ability to maintain and enhance its ecosystem; BEST 's ability to
compete effectively; BEST 's ability to continue to innovate, meet
evolving market trends, adapt to changing customer demands and
maintain its culture of innovation; fluctuations in general
economic and business conditions in China and other countries in which BEST
operates, and assumptions underlying or related to any of the
foregoing. Further information regarding these and other risks is
included in BEST's filings with the SEC. All information provided
in this press release and in the attachments is as of the date of
this press release, and BEST does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
ABOUT BEST INC.
BEST Inc. (NYSE: BEST) is a leading integrated smart supply
chain solutions and logistics services provider in China and Southeast
Asia. Through its proprietary technology platform and
extensive networks, BEST offers a comprehensive set of logistics
and value-add services, including freight delivery, supply chain
management and global logistics services. BEST's mission is to
empower business and enrich life by leveraging technology and
business model innovation to create a smarter, more efficient
supply chain. For more information, please visit:
http://www.best-inc.com/en/.
Exhibit A
November 3, 2023
Board of Directors (the "Board")
BEST Inc. (the "Company")
2nd Floor, Block A, Huaxing Modern Industry Park
No. 18 Tangmiao Road, Xihu District, Hangzhou
Zhejiang Province 310013
People's Republic of China
Dear Members of the Board:
Mr. Shao-Ning Johnny Chou, the
chairman and chief executive officer of the Company, Mr.
George Chow, the chief strategy and
investment officer of the Company, Denlux Logistics Technology
Invest Inc., Alibaba Investment Limited, BJ Russell Holdings
Limited and Cainiao Smart Logistics Investment Limited
(collectively, the "Buyer Group", "we"
or "us") are pleased to submit this preliminary
non-binding proposal ("Proposal") to acquire all of
the outstanding ordinary shares of the Company (the "Ordinary
Shares") and the American Depositary Shares of the Company
(the "ADSs", each ADS representing 20 Class A
Ordinary Shares) that are not already beneficially owned by the
Buyer Group or their affiliates (the "Acquisition")
in a going private transaction at a proposed purchase price of
US$0.144 per Ordinary Share or
US$2.88 per ADS in cash. We believe
that our Proposal provides a very attractive opportunity for the
Company's shareholders to realize substantial and immediate
returns. Key terms of our Proposal include:
1. Buyer Group. We have entered
into an agreement dated as of the date hereof, pursuant to which we
will form an acquisition vehicle for the purpose of implementing
the Acquisition.
2. Purchase Price. The
consideration payable is US$0.144 for
each Ordinary Share and US$2.88 for
each ADS in cash (in each case other than those Ordinary Shares and
ADSs held by the members of the Buyer Group). Our proposed purchase
price represents a premium of approximately 25.2% to the closing
price of the ADSs on the last trading day, a premium of
approximately 30.9% to the volume-weighted average closing price of
the ADSs during the last 15 trading days, and a premium of
approximately 28.7% to the volume-weighted average closing price of
the ADSs during the last 30 trading days.
3. Funding. We intend to finance
the Acquisition with equity capital from the Buyer Group in the
form of rollover equity in the Company and cash contributions. We
expect definitive commitment(s) 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 will
evaluate the Acquisition fairly and independently before it can
make its determination to endorse it.
Parties providing financing will require a timely opportunity to
conduct customary due diligence on the Company. We would like to
ask 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 financing subject to a
customary form of confidentiality agreement.
5. Definitive Agreements. We are
prepared to promptly negotiate and finalize mutually satisfactory
definitive agreements with respect to the Acquisition (the
"Definitive Agreements"). 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 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.
7. Our Shareholding and Voting
Power. The members of the Buyer Group collectively own
approximately 49% of the issued and outstanding shares of the
Company on a fully-diluted basis and approximately 94% of the
Company's voting power on a fully-diluted basis. 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. 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 the 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.
* * *
On behalf of the Buyer Group,
/s/ Shao-Ning Johnny
Chou
Date: November 3, 2023
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SOURCE BEST Inc.