BlueCity Holdings Limited (“BlueCity” or the “Company”) (NASDAQ:
BLCT), a leading online LGBTQ platform, today announced that its
Board of Directors (the “Board”) has received a preliminary
non-binding proposal letter dated April 18, 2022 (the “Proposal
Letter”) from Mr. Baoli Ma (the “Founder”) and Metaclass Management
ELP, an affiliate of Spriver Tech Limited (“Sponsor,” and together
with the Founder, the “Buyer Group”), with respect to the proposed
“going-private” transaction (the “Proposed Transaction”) wherein
the Buyer Group proposes 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 two representing one Class A ordinary
share) that are not already beneficially owned by the Buyer Group
in a going private transaction. A copy of the proposal letter is
attached hereto as Exhibit A.
The Buyer Group was formed in furtherance of the Proposed
Transaction initially set forth in the preliminary non-binding
proposal letter submitted by the Founder and Spriver Tech Limited
to the Company on January 2, 2022 (the “Original Proposal”), and
the Proposal Letter updates the Original Proposal to (i) inform the
Board that Metaclass Management ELP, an affiliate of Spriver Tech
Limited, is replacing Spriver Tech Limited as Sponsor and (ii)
reduce the proposed purchase price from US$3.70 per Ordinary Share
or US$1.85 per ADS in cash to US$3.20 per Ordinary Share or US$1.60
per ADS in cash.
As previously announced, the Board had formed a committee of
three independent directors (the “Special Committee”) to evaluate
the Proposed Transaction, or any alternative strategic option that
the Company may pursue. The Special Committee will continue to
evaluate the Proposed Transaction in light of the latest
development.
The Board cautions the Company’s shareholders and others
considering trading the Company’s securities that no decisions have
been made with respect to the Proposal Letter and the Proposed
Transaction. There can be no assurance that the Buyer Group will
make any definitive offer to the Company, that any definitive
agreement relating to the Proposal Letter will be entered into
between the Company and the Buyer Group, 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 this or any other transaction,
except as required under applicable law.
About BlueCity Holdings Limited
BlueCity (NASDAQ: BLCT) is a world-leading online LGBTQ
community providing a comprehensive suite of services to foster
connections and enhance the wellbeing of the LGBTQ community. The
company fulfills both the daily and lifelong needs of its members
through a wide range of targeted and tailored services, including
social networking, livestreaming and health-related services. With
commitment to providing high-quality user experience, ensuring
privacy protection, and promoting community health and well-being,
BlueCity has captured the hearts and minds of LGBTQ people across
the globe. Available in 13 languages, BlueCity’s mobile app Blued
has connected more than 60 million registered users in about 170
countries and regions.
Forward-looking Statements
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
“may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,”
“plan,” “believe,” “is/are likely to,” “potential,” “continue” and
similar statements. Among other things, business outlook and
quotations from management in this announcement, as well as
BlueCity’s strategic and operational plans, contain forward-looking
statements. BlueCity 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. Statements
that are not historical facts, including but not limited to
statements about BlueCity’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: the Company’s goals and strategies; the Company’s
ability to retain and increase the number of users, paying members
and advertisers, and expand its product and service offerings; the
Company’s future business development, financial condition and
results of operations; the expected changes in the Company’s
revenues, costs or expenditures; the Company’s expectation
regarding the use of proceeds from its IPO; competition in the
Company’s industry and its popularity within the LGBTQ population;
and relevant government policies and regulations relating to the
Company’s industry; and the development and impacts of COVID-19.
Further information regarding these and other risks, uncertainties
or factors is included in the Company’s filings with the U.S.
Securities and Exchange Commission. All information provided in
this press release and in the attachment is current as of the date
of the press release, and the Company does not undertake any
obligation to update such information, except as required under
applicable law.
For more information, please contact:
In China:
BlueCity Holdings LimitedInvestor RelationsPhone: +86
10-5876-9662Email: ir@bluecity.com
The Blueshirt GroupMs. Ally WangPhone: +86 139-0106-6802Email:
ally@blueshirtgroup.com
In the United States:
The Blueshirt GroupMs. Julia QianPhone: +1 973-619-3227Email:
Julia@blueshirtgroup.com
Exhibit A
April 18, 2022
Board of Directors (the “Board”)BlueCity
Holdings Limited (the “Company”)Room 028, Tower B,
Block 2 No. 22 Pingguo Shequ, Bai Zi Wan RoadBeijing 100022People’s
Republic of China
Dear Members of the Board of Directors:
Reference is made to the preliminary non-binding
proposal letter, dated as of January 2, 2022 (the “Original
Proposal”, and as amended and updated by this letter and
as may be further amended and updated from time to time, the
“Proposal”), from Mr. Baoli Ma (the
“Founder”) and Spriver Tech Limited 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 two representing one Class A
ordinary share) that are not already beneficially owned by the
Buyer Group (as defined in the Original Proposal) (the
“Acquisition”) in a going private transaction.
The Founder and Metaclass Management ELP
(“Sponsor”, and together with the Founder, the
“Buyer Group”, “we” or
“us”) are submitting this letter updating the
Original Proposal to (i) inform you that Metaclass Management ELP,
an affiliate of Spriver Tech Limited, is replacing Spriver Tech
Limited as Sponsor and (ii) reduce the proposed purchase price for
the Acquisition from US$3.70 per Ordinary Share or US$1.85 per ADS
in cash to US$3.20 per Ordinary Share or US$1.60 per ADS in
cash.
Among other things, we considered the following factors when
arriving at the proposed purchase price: |
(i) |
deterioration of macroeconomic and general market conditions 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 key terms of our
Proposal:
- Purchase Price. We propose to
acquire all of the outstanding Ordinary shares of the Company and
the ADSs not already beneficially owned by members of the Buyer
Group at a purchase price equal to US$3.20 per Ordinary Share and
US$1.60 per ADS. Our proposed purchase price represents a premium
of approximately 19.21% to the volume-weighted average price of the
ADSs during the last 20 trading days.
- About the Sponsor. Metaclass
Management ELP is an exempted limited partnership established under
the laws of the Cayman Islands with a fund size of up to
US$100,000,000. Its general partner is Chizicheng Strategy
Investment Limited and its limited partners are Spriver Tech
Limited and Newborn Town Inc., which is listed on the Stock
Exchange of Hong Kong with stock code 09911.
- Other Terms. Other than as
expressly set forth above, the other key terms of our Proposal as
set forth in the Original Proposal remain unchanged.
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.
* * * *
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Sincerely, |
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Baoli Ma |
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/s/Baoli
Ma_________________________ |
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Sincerely, |
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Metaclass Management ELP |
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By: Chizicheng
Strategy Investment Limited, its General Partner |
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/s/ LIU CHUNHE
________________ |
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Name: LIU CHUNHE |
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Title: Director |
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