SHANGHAI, May 6,
2022 /PRNewswire/ -- 51job, Inc.
(Nasdaq: JOBS) ("51job" or the
"Company"), a leading provider of integrated human resource
services in China, announced today
the completion of the merger (the "Merger") with Garnet Faith
Limited, an exempted Company with limited liability incorporated
under the laws of the Cayman
Islands ("Merger Sub"), pursuant to the previously announced
agreement and plan of merger, dated as of June 21, 2021, as amended by amendment No. 1 to
agreement and plan of merger, dated as of March 1, 2022 (the "Merger Agreement"), between
the Company and Merger Sub, and the plan of merger required to be
filed with the Registrar of Companies of the Cayman Islands (the "Plan of Merger"). In the
Merger, Merger Sub merged with and into the Company, with the
Company continuing as the surviving company. As a result of the
Merger, the Company has become a privately held company and its
ADSs will no longer be listed on the NASDAQ Global Select Market
(the "NASDAQ").
In accordance with the terms of the Merger Agreement and the
Plan of Merger, which were approved by the Company's shareholders
at an extraordinary general meeting held on April 27, 2022, each common share, par value
US$0.0001 per share, of the Company
(each, a "Share") issued, outstanding and not represented by
American depositary shares of the Company (each, an "ADS,"
representing one Share) immediately prior to the effective time of
the Merger (the "Effective Time"), other than the Excluded Shares,
the Continuing Shares and the Dissenting Shares (each as defined in
the Merger Agreement), has been cancelled and ceased to exist, in
exchange for the right to receive US$61.00 in cash per Share without interest, and
each outstanding ADS, other than ADSs representing Excluded Shares
and Continuing Shares, together with each Share represented by such
ADSs, has been cancelled in exchange for the right to receive
US$61.00 in cash per ADS without
interest (the "Merger Consideration").
Registered shareholders immediately prior to the Effective Time
who are entitled to the Merger Consideration will receive a letter
of transmittal and instructions on how to surrender their Shares in
exchange for the Merger Consideration and should wait to receive
the letter of transmittal before surrendering their Shares. Payment
of the Merger Consideration (less an ADS cancellation fee of
US$0.05 per ADS), without interest
and net of any applicable withholding taxes, will be made to
holders of ADSs as soon as practicable after JPMorgan Chase Bank,
N.A., the ADS depositary, receives the aggregate Merger
Consideration payable to holders of ADSs from the paying agent.
The Company also announced today that it requested that trading
of its ADSs on the NASDAQ be suspended as of May 6, 2022. The Company requested that the
NASDAQ file a Form 25 with the Securities and Exchange Commission
(the "SEC") notifying the SEC of the delisting of its ADSs on the
NASDAQ and the section 12(b) deregistration of the Company's
registered securities. The deregistration will become effective 90
days after the filing of the Form 25 or such shorter period as may
be determined by the SEC. The Company intends to suspend its
reporting obligations and terminate registration under 12(g) of the
Securities Exchange Act of 1934, as amended, by filing a Form 15
with the SEC as promptly as practicable. The Company's obligation
to file with the SEC certain reports and forms, including Form 20-F
and Form 6-K, will be suspended immediately as of the filing date
of the Form 15 and will cease once the deregistration becomes
effective.
In connection with the Merger, Kroll, LLC, operating through its
Duff & Phelps Opinions Practice, is serving as financial
advisor to the committee of independent and disinterested directors
established by the board of directors of the Company (the "Special
Committee"); Davis Polk &
Wardwell LLP is serving as U.S. legal counsel to the Special
Committee; Simpson Thacher & Bartlett LLP is serving as U.S.
legal counsel to the Company; Jun He Law Offices is serving as PRC
legal counsel to the Company; and, Maples and Calder LLP is serving
as Cayman Islands legal counsel to
the Company.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Kirkland &
Ellis LLP and Weil, Gotshal & Manges LLP are serving as
international co-counsels to the investor consortium (the
"Consortium"); Fangda Partners is serving as PRC legal counsel to
the Consortium; and, Ogier and Harney
Westwood & Riegels are serving as Cayman Islands legal counsels to the
Consortium.
Sullivan & Cromwell LLP is serving as legal counsel to
Recruit Holdings Co., Ltd., the Company's largest shareholder
("Recruit"); Conyers Dill &
Pearman LLP is serving as Cayman
Islands legal counsel to Recruit; Haiwen & Partners is
serving as PRC legal counsel to Recruit; and, JPMorgan Securities
Japan Co., Ltd. is serving as financial advisor to Recruit.
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 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
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SOURCE 51job