BEIJING, May 31, 2016 /PRNewswire/ -- eLong, Inc. ("eLong"
or the "Company") (NASDAQ: LONG), a leading mobile and online
travel service provider in China,
today announced the completion of its merger (the "merger") with
China E-dragon Mergersub Limited ("Merger Sub"), a wholly-owned
subsidiary of China E-dragon Holdings Limited ("Parent"), pursuant
to the agreement and plan of merger (the "merger agreement") dated
February 4, 2016 and amended on
April 1, 2016 by and among Parent,
Merger Sub and the Company. As a result of the merger, the Company
ceased to be a publicly-traded company and became a wholly-owned
subsidiary of Parent.
Under the terms of the merger agreement, (a) each of the
Company's ordinary shares (including ordinary shares designated as
"ordinary shares" and ordinary shares designated as "high-vote
ordinary shares"), par value US$0.01
per share (each a "Share") issued and outstanding immediately prior
to the effective time of the merger, has been canceled in exchange
for the right to receive US$9.00 in
cash per Share without interest, and (b) each of the Company's
American depositary shares (each an "ADS"), each representing two
ordinary shares (which are designated as "ordinary shares"),
together with the Shares underlying such ADS issued and outstanding
immediately prior to the effective time of the merger, has been
canceled in exchange for the right to receive US$18.00 in cash per ADS without interest (less
US$0.05 per ADS cancellation fees),
in each case, net of any applicable withholding taxes, other than
(i) Shares (including Shares represented by ADSs) beneficially
owned by certain rollover shareholders, (ii) Shares (including
Shares represented by ADSs) owned by Parent, the Company, or their
respective direct or indirect subsidiaries, (iii) Shares (including
Shares represented by ADSs) reserved for the issuance, settlement
and allocation upon exercise or vesting of the options and
restricted share units of the Company granted under its equity
incentive plans (Shares described under (i) through (iii) above are
collectively referred to herein as the "Excluded Shares"), and (iv)
Shares owned by shareholders who have validly exercised and have
not effectively withdrawn or lost their dissenters' rights under
the Cayman Islands Companies Law.
Shareholders of record as of the effective time of the merger
who are entitled to the merger consideration will receive a letter
of transmittal and instructions on how to surrender their share
certificates in exchange for the merger consideration (net of any
applicable withholding taxes). Shareholders should wait to receive
the letter of transmittal before surrendering their share
certificates. As soon as practicable after this announcement,
JPMorgan Chase Bank, N.A. (the "ADS Depositary") will call for the
surrender of all ADSs (other than any ADS that represents Excluded
Shares) for delivery of the merger consideration. Upon the
surrender of ADSs, the ADS Depositary will pay to the surrendering
holders US$18.00 per ADS surrendered
in cash without interest (less US$0.05 per ADS cancellation fees) and net of any
applicable withholding taxes.
The Company also announced today that it has requested that
trading of its ADSs on the NASDAQ Global Select Market ("NASDAQ")
be suspended, and that NASDAQ file with the Securities and Exchange
Commission (the "SEC") a notification on Form 25 to delist the
Company's ADSs and remove the Company's ordinary shares from
registration under Section 12(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The deregistration is
expected to become effective within 90 days of the filing of Form
25 or such shorter period as may be determined by the SEC. The
Company intends to file with the SEC, ten days after NASDAQ files
the Form 25, a Form 15 suspending the Company's reporting
obligations under the Exchange Act and withdrawing the registration
of the Company's ordinary shares under the Exchange Act. The
Company's obligations 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 terminate
once the deregistration of the Company's ordinary shares becomes
effective.
In connection with the merger, Duff & Phelps, LLC and Duff
& Phelps Securities, LLC (together, "Duff & Phelps") are
serving as financial advisors to the special committee of the board
of directors of the Company (the "Special Committee"). Kirkland
& Ellis is serving as U.S. legal advisor to the Special
Committee, Goulston & Storrs PC is serving as U.S. legal
advisor to the Company, Conyers Dill
& Pearman is serving as Cayman
Islands legal advisor to the Company and DaHui Lawyers is
serving as PRC legal advisor to the Company. Paul Hastings LLP is
serving as U.S. legal advisor to Duff & Phelps.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as
U.S. legal advisor to (i) TCH Sapphire Limited, an affiliate of
Tencent Holdings Limited, (ii)
C-Travel International Limited, an affiliate of Ctrip.com
International, Ltd., (iii) Ocean Imagination L.P., (iv) Luxuriant
Holdings Limited, (v) Seagull Limited, (vi) Oasis Limited, an
entity controlled by Mr. Hao Jiang, the Chief Executive of the
Company, and (vii) Mr. Rong Zhou, the Chief Operating Officer of
the Company (collectively, the "Buyer Group") and Jun He and Walkers are serving as PRC and
Cayman Islands legal advisors to
the Buyer Group, respectively. Skadden, Arps, Slate, Meagher &
Flom LLP is serving as U.S. legal advisor to C-Travel International
Limited, and Fenwick & West LLP is serving as U.S. legal
advisor to Ocean Imagination L.P.
About eLong
eLong, Inc. (Nasdaq: LONG) is a leader in mobile and online
accommodations reservations in China. eLong technology enables travelers to
book hotels, guesthouses, apartments and other accommodations, as
well as air and train tickets, through convenient mobile and tablet
applications, websites (www.eLong.com), 24 hour customer service,
and easy to use tools such as destination guides, maps and user
reviews.
Safe Harbor Statement
Any statements in this announcement about prospective
performance and plans for the Company, the expected timing to
completion of the proposed merger and the ability to complete the
proposed merger, and any other statements containing the words
"anticipate," "believe," "estimate," "expect," "forecast,"
"intend," "may," "plan," "project," "predict," "future," "is/are
likely to," "should" and "will" and similar expressions, other than
historical facts, constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934, as amended, and
as defined in the Private Securities Litigation Reform Act of 1995.
These statements are, by their nature, subject to a number of risks
and uncertainties that could cause our actual performance and
results to differ materially from those discussed in the
forward-looking statements.
In addition, the forward-looking statements included in this
announcement represent our views as of the date hereof. We
anticipate that subsequent events and developments will cause our
views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing our views as of any date subsequent to the date
hereof.
Contact:
eLong, Inc.
Investor Relations
ir@corp.elong.com
+86-10-6436-7570
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SOURCE eLong, Inc.