SHANGHAI, Feb. 23, 2016 /PRNewswire/ -- Homeinns Hotel
Group ("Homeinns" or the "Company") (NASDAQ: HMIN), a leading
economy hotel chain in China,
today announced that it has called an extraordinary general meeting
of shareholders (the "EGM"), to be held on March 25, 2016 at 10:00
a.m. (Shanghai time), at
the executive offices of the Company located at No. 124 Caobao
Road, Xuhui District, Shanghai
200235, People's Republic of
China. The meeting is being held to consider and vote on,
among other matters, the proposal to authorize and approve the
previously announced agreement and plan of merger (the "Merger
Agreement") dated as of December 6,
2015, among the Company, BTG Hotels Group (HONGKONG)
Holdings Co., Limited ("Holdco"), a wholly owned subsidiary of BTG
Hotels (Group) Co., Ltd., a PRC joint stock company that is listed
on the Shanghai Stock Exchange ("BTG Hotels"), BTG Hotels Group
(CAYMAN) Holding Co., Ltd ("Merger Sub"), a wholly owned subsidiary
of Holdco, and solely for the purposes of certain sections thereof,
BTG Hotels, the plan of merger required to be filed with the
Registrar of Companies of the Cayman
Islands (the "Plan of Merger"), and the transactions
contemplated thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will be merged with and into the Company (the "Merger") with
the Company continuing as the surviving company. If completed, the
proposed Merger would result in the Company becoming a privately
held company and the American depositary shares of the Company
(each representing two ordinary shares) ("ADSs") no longer being
listed on the NASDAQ Global Market. In addition, the ADSs and the
Company's ordinary shares represented by the ADSs will cease to be
registered under Section 12 of the Securities Exchange Act of
1934.
The Company's board of directors, acting upon the unanimous
recommendation of a special committee of the Company's board of
directors composed entirely of independent directors who are
unaffiliated with the buyer group or any of the management members
of the Company, approved the Merger Agreement, the Plan of Merger
and the transactions contemplated thereby (including the
Merger). The board of directors recommends that the Company's
shareholders and ADS holders vote FOR, among other things, the
proposal to authorize and approve the Merger Agreement, the Plan of
Merger and the transactions contemplated thereby (including the
Merger).
Shareholders of record at the close of business in the
Cayman Islands on March 4, 2016 will be entitled to attend and vote
at the EGM. ADS holders as of the close of business in New York City on February 23, 2016 will be entitled to instruct
The Bank of New York Mellon, in its capacity as the ADS depositary,
to vote the ordinary shares represented by their ADSs at the
EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the proxy statement attached as Exhibit (a)-(1) thereto,
as amended, filed with the U.S. Securities and Exchange Commission
(the "SEC"), which can be obtained, along with other filings
containing information about the Company, the proposed Merger and
related matters, without charge, from the SEC's website
(www.sec.gov). In addition, persons wanting to receive copies of
the definitive proxy statement may direct such requests to
MacKenzie Partners, Inc., the Company's proxy solicitor, toll-free
1-800-322-2885 (or +1-212-929-5500 outside of the United States) (call collect) or via email
at homeinns@mackenziepartners.com.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND
RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed Merger. Further
information regarding persons who may be deemed participants,
including any direct or indirect interests they may have, is also
set forth in the definitive proxy statement.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
Cautionary Statement Concerning Forward Looking
Statements
This document may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Forward-looking statements can generally be identified
by the use of forward-looking terminology such as "will," "should,"
"may," "believes," "expects" or similar expressions. Such
statements include, among others, those concerning how the
Company's shareholders will vote at the meeting of shareholders,
the possibility that various closing conditions for the transaction
may not be satisfied or waived and other risks and uncertainties
discussed in documents filed with the SEC by the Company, as well
as the Schedule 13E-3 transaction statement and the proxy statement
filed by the Company. All of such assumptions are inherently
subject to uncertainties and contingencies beyond the Company's
control and based upon premises with respect to future business
decisions, which are subject to change. The Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
About Homeinns Hotel Group
Homeinns Hotel Group is a leading economy hotel chain in
China based on number of hotels
and hotel rooms as well as geographic coverage of the hotel chain.
Since the Company commenced operations in 2002, it has built
Homeinn as one of the best-known economy hotel brands in
China. In October of 2011, the
Company acquired Motel 168, another well-known hotel chain in
China, as its second economy hotel
brand. Homeinns Hotel Group aims to offer a consistent product and
high-quality services to primarily serve the fast growing
population of value-conscious individual business and leisure
travelers who demand clean, comfortable and convenient lodging.
Homeinns Hotel Group's ADSs, each of which represents two ordinary
shares, are currently trading on the NASDAQ Global Select Market
under the symbol "HMIN." For more information about Homeinns Hotel
Group, please visit http://english.homeinns.com.
For more information, please contact:
Mingjia Ding
Homeinns Hotel Group
Tel: +86-21-3337-3333*3870
Email: mjding@homeinns.com
Cara O'Brien
FTI Consulting
Tel: +852-3768-4537
Email: cara.obrien@fticonsulting.com
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SOURCE Homeinns