SHANGHAI, Jan. 12, 2022 /PRNewswire/
-- 51job, Inc. (Nasdaq:
JOBS) ("51job" or the "Company"), a leading
provider of integrated human resource services in
China, announced today that its Board of Directors (the
"Board") and the special committee of the Board (the "Special
Committee") have received a proposal letter dated January 12, 2022 (the "Proposal Letter") from
Garnet Faith Limited ("Merger Sub") in connection with the proposed
merger under the agreement and plan of merger between the Company
and Merger Sub dated as of June 21,
2021 (the "Merger Agreement"). In the Proposal Letter, the
Merger Sub proposed to reduce the merger consideration from
US$79.05 in cash per common share to
US$57.25 in cash per common share and
reduce the combined ownership of DCP Capital Partners II, L.P. and
Ocean Link Partners Limited in the Company upon consummation of the
proposed merger to 9.99% (collectively, the "Proposed Revised
Transaction"). A copy of the Proposal Letter is attached hereto as
Exhibit A.
The Special Committee will evaluate the Proposed Revised
Transaction in light of the latest development with the assistance
of its financial and legal advisors.
The Board and the Special Committee caution the Company's
shareholders and others considering trading the Company's
securities that the Board has just received the Proposal Letter and
that no decisions have been made with respect to the Proposed
Revised Transaction. The Company does not undertake any obligation
to provide any updates with respect to the Proposed Revised
Transaction or any other transaction, except as required under
applicable law.
About 51job
Founded in 1998, 51job is a leading provider of integrated human
resource services in China. With a comprehensive suite of HR
solutions, 51job meets the needs of enterprises and job seekers
through the entire talent management cycle, from initial
recruitment to employee retention and career development. The
Company's main online recruitment platforms (http://www.51job.com,
http://www.yingjiesheng.com, http://www.51jingying.com,
http://www.lagou.com, and http://www.51mdd.com), as well as mobile
applications, connect millions of people with employment
opportunities every day. 51job also provides a number of other
value-added HR services, including business process outsourcing,
training, professional assessment, campus recruitment, executive
search and compensation analysis. 51job has a call center in
Wuhan and a nationwide network of
sales and service locations spanning more than 30 cities across
China.
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," "targets," "confident" and similar
statements. Among other things, statements that are not historical
facts, including statements about 51job's beliefs and expectations,
as well as 51job's strategic and operational plans, are or contain
forward-looking statements. 51job may also make written or
oral forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission, 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. All forward-looking statements are based upon
management's expectations at the time of the statements and 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: execution of 51job's strategies and business plans;
growth and trends of the human resource services industry in
China; market acceptance of
51job's products and services; competition in the industry; 51job's
ability to control costs and expenses; 51job's ability to retain
key personnel and attract new talent; relevant government policies
and regulations relating to 51job's industry, corporate structure
and business operations; seasonality in the
business; fluctuations in the value of the Renminbi against
the U.S. dollar and other currencies; risks related to acquisitions
or investments 51job has made or will make in the future;
accounting adjustments that may occur during the quarterly or
annual close or auditing process; and fluctuations in general
economic and business conditions in China and globally, including the impact of
the coronavirus or other pandemic. Further information regarding
these and other risks are included in 51job's filings with the U.S.
Securities and Exchange Commission. All information provided in
this press release and in the attachments is as of the date of the
press release and based on assumptions that 51job believes to be
reasonable as of this date, and 51job undertakes no obligation to
update any forward-looking statement, except as required under
applicable law.
Contact
Investor Relations, 51job, Inc.
Tel: +86-21-6879-6250
Email: ir@51job.com
Exhibit A
January 12, 2022
The Board of Directors
51job, Inc.
Building
3, No. 1387 Zhang Dong Road
Shanghai 201203
People's Republic of China
with a copy to:
Simpson Thacher & Bartlett
35/F, ICBC Tower
3 Garden Road, Central
Hong Kong
Attention: Ian C. Ho
Email: iho@stblaw.com
Special Committee
c/o 51job, Inc.
Building 3, No. 1387 Zhang Dong Road
Shanghai 201203
People's Republic of China
with a copy to:
Davis Polk & Wardwell LLP
The Hong Kong Club Building
3A Chater Road
Hong Kong, China
Attention: Miranda So
Email: miranda.so@davispolk.com
Dear Members of the Board of Directors and Special
Committee,
Reference is made to the agreement and plan of merger between
Garnet Faith Limited ("Merger Sub") and 51Job, Inc. (the
"Company") dated June 21, 2021
(as amended, restated, supplemented or otherwise modified from time
to time, the "Merger Agreement", and the transaction
contemplated by the existing Merger Agreement and other related
transaction documents, the "Original Transaction"). All
capitalized terms used herein and not otherwise defined herein
shall have the meanings given to such terms in the Merger
Agreement.
In light of the widely-publicized recent legislative and
regulatory developments in the PRC surrounding national security,
cybersecurity, and data security, and in order to increase the
certainty of closing the transaction on a timely basis in
compliance with all applicable PRC laws, we are proposing to make
the following adjustments to the parameters of the Original
Transaction (the "Proposal", and the Original Transaction as
adjusted pursuant to the Proposal, the "Updated
Transaction"). The Consortium Members and their PRC counsel are
of the view that the Updated Transaction will not trigger any
regulatory filing in the PRC.
In order to mitigate potential challenges to the legality of the
Original Transaction, Merger Sub is proposing to reduce the
combined foreign ownership of DCP and OL in the Company upon
consummation of the Updated Transaction to 9.99%. In light of the
new ownership structure, we are also proposing to reduce the Per
Share Merger Consideration and Per ADS Merger Consideration from
US$79.05 to US$57.25. Among other things, Merger Sub
considered the following factors when arriving at the proposed
consideration:
(i)
deterioration of macroeconomic and general market conditions, as
evidenced for example by the decline in the NASDAQ Golden Dragon
China Index by approximately 40% in the second half of 2021 (from
14895.17 as of June 30, 2021 to
8893.72 as of December 31, 2021), and
the share price declines of major Chinese technology companies
listed outside of the PRC;
(ii) tightening of
regulatory policies across industries in the PRC, which is expected
to have a meaningful impact on recruitment demand and the general
market environment; and
(iii) persistent challenges
for the economy and businesses in the PRC from the continuing
impact of COVID-19.
Set forth below are the other key terms of our Proposal:
1. Purchase
Price. The Per Share Merger Consideration and the Per ADS Merger
Consideration will be payable in cash at a price equivalent to
US$57.25 per Share and US$57.25 per ADS, respectively. This represents a
premium of 24.92% to the Company's last closing price on
January 11, 2022, and a premium of
23.30% to the Company's volume-weighted average price during the
last 30 days.
2. Amended
Transaction Documentation. We believe the documentation for the
Original Transaction can be easily updated to reflect the terms of
the Updated Transaction, including amendments to the Merger
Agreement, Equity Commitment Letters and Guarantees reflecting the
new price and revised pro rata ownership interest in the Company
upon consummation of the Updated Transaction.
3. Debt
Financing Approval Process. Our Proposal is subject to the approval
of the lenders of the Debt Financing.
4. No Binding
Commitment. This letter constitutes only a preliminary proposal and
does not constitute any binding offer or commitment with respect to
the Original Transaction. Any binding legal obligations will result
only from the execution of definitive agreements, and then only on
terms and conditions provided in such agreements.
In closing, we would like to express our commitment to working
together to bring this matter to a successful and timely
conclusion. Should you have any questions regarding our Proposal,
please contact us. We look forward to hearing from you.
Sincerely,
Garnet Faith Limited
By: /s/ Julian Juul
Wolhardt
Name: Julian Juul Wolhardt
Title: Director
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SOURCE 51job