BEIJING, June 15, 2020 /PRNewswire/ -- 58.com Inc. (NYSE:
WUBA) ("58.com" or the "Company"), China's largest online classifieds
marketplace, today announced that it has entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement") with Quantum
Bloom Group Ltd, an exempted company with limited liability
incorporated under the law of the Cayman
Islands ("Parent") and Quantum Bloom Company Ltd, an
exempted company with limited liability incorporated under the law
of the Cayman Islands and a
wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to
which, and subject to the terms and conditions thereof, Merger Sub
will merge with and into the Company with the Company being
the surviving company and becoming a wholly-owned subsidiary of
Parent (the "Merger"), in a transaction implying an equity
value of the Company of approximately US$8.7
billion in which the Company will be acquired by a
consortium of investors (the "Consortium").
Pursuant to the terms of the Merger Agreement, at the effective
time of the Merger (the "Effective Time"), each Class A ordinary
share, par value US$0.00001 per
share, of the Company (each, a "Class A Ordinary Share," together
with each Class B ordinary share, par value US$0.00001 per share, of the Company, each a
"Share") issued, outstanding and not represented by American
depositary shares of the Company (each, an "ADS," representing two
Class A Ordinary Shares) immediately prior to the Effective Time,
other than the Excluded Shares and the Dissenting Shares (each as
defined in the Merger Agreement), will be cancelled and cease to
exist, in exchange for the right to receive US$28.00 in cash without interest, and each
outstanding ADS, other than the ADSs representing the Excluded
Shares, together with each Share represented by such ADSs, will be
cancelled in exchange for the right to receive US$56.00 in cash without interest (the "Merger
Consideration").
At the Effective Time, each (i) option to purchase Shares that
shall have become vested or is expected to vest on or prior to
December 31, 2020 and remains
outstanding on the closing date of the Merger (the "Vested Company
Option") will be cancelled, and each holder of a Vested Company
Option will have the right to receive an amount in cash determined
by multiplying (x) the excess, if any, of US$28.00 over the applicable exercise price of
such Vested Company Option by (y) the number of Class A Ordinary
Shares underlying such Vested Company Option; (ii) option to
purchase Shares which is not a Vested Company Option (the "Unvested
Company Option") will be cancelled in exchange for an employee
incentive award pursuant to terms and conditions to be determined
by Parent in accordance with the Company's 2010 Stock Option Plan
and 2013 Share Incentive Plan collectively, each as amended and
restated (the "Company Share Plans") and the award agreement with
respect to such Unvested Company Option; (iii) restricted share
unit that shall have become vested or is expected to vest on or
prior to December 31, 2020 and
remains outstanding on the closing date of the Merger (the "Vested
Company RSU") will be cancelled, and each holder of a Vested
Company RSU will have the right to receive an amount in cash
determined by multiplying (x) US$28.00 by (y) the number of Class A Ordinary
Shares underlying such Vested Company RSU; and (iv) restricted
share unit which is not a Vested Company RSU (the "Unvested Company
RSU") will be cancelled in exchange for an employee incentive award
pursuant to terms and conditions to be determined by Parent in
accordance with the Company Share Plans and the award agreement
with respect to such Unvested Company RSU.
The Merger Consideration represents a premium of 19.9% to the
closing price of the Company's ADSs on April
1, 2020, the last trading day prior to the Company's
announcement of its receipt of the original "going-private"
proposal, and a premium of 19.2% to the volume-weighted average
closing price of the Company's ADSs during the last 15 calendar
days prior to its receipt of the original "going-private"
proposal.
The Consortium includes Warburg Pincus Asia LLC (together with
its affiliated investment entities, "Warburg Pincus"), General
Atlantic Singapore Fund Pte. Ltd. (together with its affiliated
investment entities, "General Atlantic"), Ocean Link Partners
Limited (together with its affiliated investment entities, "Ocean
Link"), Mr. Jinbo Yao, chairman of
the board of directors (the "Board") and Chief Executive Officer of
the Company, and Internet Opportunity Fund LP, an entity controlled
by Mr. Jinbo Yao.
The Consortium intends to fund the Merger through a combination
of, cash contributions from the investors pursuant to equity
commitment letters, rollover equity contributions from certain
shareholders of the Company, and the proceeds from certain
committed term loan facilities in an aggregate amount up to
US$3,500,000,000 from Shanghai Pudong
Development Bank Co., Ltd. Shanghai Branch and additional arrangers and
underwriters to be appointed by the Consortium.
The Company's Board, acting upon the unanimous recommendation of
a committee of independent and disinterested directors established
by the Board (the "Special Committee"), approved the Merger
Agreement and the Merger. The Special Committee negotiated the
terms of the Merger Agreement with the assistance of its
independent financial and legal advisors.
The Merger, which is currently expected to close during the
second half of 2020, is subject to customary closing conditions
including the approval of the Merger Agreement by an affirmative
vote of holders of Shares representing at least two-thirds of the
voting power of the Shares present and voting in person or by proxy
as a single class at a meeting of the Company's shareholders which
will be convened to consider the approval of the Merger Agreement
and the Merger. Mr. Jinbo Yao
(together with an entity through which Mr. Yao beneficially owns
Shares) and General Atlantic Singapore 58
Pte. Ltd. have agreed to vote all of the Shares and ADSs
they beneficially own, which represent approximately 44% of the
voting rights attached to the total outstanding Shares of the
Company as of the date of the Merger Agreement, in favor of the
authorization and approval of the Merger Agreement and the Merger.
If completed, the Merger will result in the Company becoming a
privately-held company and its ADSs will no longer be listed on the
New York Stock Exchange.
Houlihan Lokey (China) Limited is serving as financial advisor
to the Special Committee; Fenwick & West LLP is serving as U.S.
legal counsel to the Special Committee; Skadden, Arps, Slate,
Meagher & Flom LLP is serving as U.S. legal counsel to the
Company; Han Kun Law Offices is serving as PRC legal counsel to the
Company; and Conyers Dill &
Pearman is serving as Cayman
Islands legal counsel to the Company.
Wilson Sonsini Goodrich &
Rosati, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Kirkland
& Ellis LLP and Weil, Gotshal & Manges LLP are serving as
international co-counsels to the Consortium. Fangda Partners is
serving as PRC legal counsel to the Consortium. Maples and Calder
(Hong Kong) LLP is serving as
Cayman Islands legal counsel to
the Consortium.
Additional Information About the Merger
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 6-K regarding the
Merger, which will include as an exhibit thereto the Merger
Agreement. All parties desiring details regarding the Merger are
urged to review these documents, which will be available at the
SEC's website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a Schedule 13E-3 Transaction Statement (the "Schedule 13E-3"). The
Schedule 13E-3 will be filed with the SEC. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE
SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, THE MERGER, AND RELATED MATTERS. In addition to
receiving the Schedule 13E-3 by mail, shareholders also will be
able to obtain these documents, as well as other filings containing
information about the Company, the Merger, and related matters,
without charge from the SEC's website (http://www.sec.gov).
About 58.com Inc.
58.com Inc. (NYSE: WUBA) operates China's largest online classifieds
marketplace, as measured by monthly unique visitors on both its
www.58.com website and mobile applications. The Company's online
marketplace enables local business users and consumer users to
connect, share information and conduct business. 58.com's broad,
in-depth and high-quality local information, combined with its
easy-to-use website and mobile applications, has made it a trusted
marketplace for consumers. 58.com's strong brand recognition, large
and growing user base, merchant network and massive database of
local information create a powerful network effect. For more
information on 58.com, please visit http://www.58.com.
Safe Harbor Statements
This press release contains forward-looking statements 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," "confident" and similar statements. Any statements
that are not historical facts, including statements about 58.com's
beliefs and expectations, are forward-looking statements that
involve factors, risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking
statements. Such factors and risks include, but not limited to the
following: uncertainties as to how the Company's shareholders will
vote at the meeting of shareholders; the possibility that competing
offers will be made; the possibility that financing may not be
available; 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 to be filed by the Company. Further information
regarding these and other risks, uncertainties or factors is
included in the Company's filings with the SEC. All information
provided in this press release is current as of the date of the
press release, and 58.com does not undertake any obligation to
update such information, except as required under applicable
law.
For more information, please contact:
58.com Inc.
ir@58.com
Christensen
In China
Mr. Christian Arnell
Phone: +86-10-5900-1548
E-mail: carnell@christensenir.com
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
E-mail: lbergkamp@ChristensenIR.com
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SOURCE 58.com Inc