HANGZHOU, China, June 20,
2024 /PRNewswire/ -- BEST Inc. (NYSE: BEST) ("BEST"
or the "Company"), a leading integrated smart supply chain
solutions and logistics services provider in China and Southeast
Asia, today announced that it has entered into an Agreement
and Plan of Merger (the "Merger Agreement") with BEST Global
Partners, an exempted company with limited liability incorporated
under the laws of the Cayman
Islands ("Parent") and Phoenix Global Partners, an exempted
company with limited liability incorporated under the laws of the
Cayman Islands and a wholly-owned
subsidiary of Parent ("Merger Sub"). Pursuant to the Merger
Agreement, Merger Sub will merge with and into the Company, with
the Company continuing as 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$54.2 million. As a result of the
Merger, the Company will become an indirect, wholly owned
subsidiary of Parent, which will be owned by (a) Mr. Shao-Ning
Johnny Chou, the chief executive officer and chairman of the board
of directors of the Company, (b) Mr. George
Chow, the chief strategy and investment officer of the
Company, (c) Alibaba Investment Limited, (d) BJ Russell Holdings
Limited, (e) Cainiao Smart Logistics Investment Limited, (f) Denlux
Logistics Technology Invest Inc., (g) IDG-Accel China Capital II
L.P. and IDG-Accel China Capital II Investors L.P., (h) Sunshui
Hopeson Capital Limited, (i) Mr. Shaohan Joe Chou, (j) David
Hsiaoming Ting, (k) The 2012 MKB Irrevocable Trust, (l) Ting
Childrens Irrevocable Trust, (m) Ting Family Trust, (n) Mr. Chen
Hong, and (o) Ms. Kiu Sau Hung (collectively, the "Consortium"
and each a "Consortium Member").
Pursuant to the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each American Depository Share of
the Company (each, an "ADS"), representing twenty (20) class A
ordinary shares of the Company, par value US$0.01 each (the "Class A Shares," together with
class B ordinary shares and class C ordinary shares of the Company,
collectively, the "Shares"), issued and outstanding immediately
prior to the Effective Time, other than ADSs representing the
Excluded Shares (as defined in the Merger Agreement), together with
the Shares represented by such ADSs, will be cancelled and cease to
exist in exchange for the right to receive US$2.88 in cash per ADS without interest, and
each Class A Share issued and outstanding immediately prior to the
Effective Time, other than the Excluded Shares, the Dissenting
Shares (as defined in the Merger Agreement) and Shares represented
by ADSs, will be cancelled and cease to exist in exchange for the
right to receive US$0.144 in cash per
Share without interest. Pursuant to the terms of the Merger
Agreement, share-based incentives held by current or former
officers, directors, employees and consultants of the Company will
be cancelled, cashed out or rolled over into equity incentives of
Parent, as applicable.
The merger consideration represents a premium of 25.2% to the
closing price of the ADSs on November 2,
2023, the last day before the Company received the
preliminary non-binding proposal letter from the Consortium, a
premium of approximately 30.9% to the volume-weighted average
closing price of the ADSs during the last 15 trading days, and a
premium of approximately 28.7% to the volume-weighted average
closing price of the ADSs during the last 30 trading days, in each
case prior to November 3, 2023. The
merger consideration represents a premium of approximately 25.2% to
the closing price of the Company's ADSs on June 18, 2024, the last trading day prior to this
press release.
The Merger will be funded through a combination of (i) cash
contribution from the Sponsors (as defined in the Merger
Agreement) pursuant to certain equity commitment letters, and (ii)
equity rollover by certain Consortium Members of certain Rollover
Shares (as defined in the Merger Agreement) and ADSs they
beneficially own in the Company.
The Company's board of directors, acting upon the unanimous
recommendation of a committee of independent directors established
by the board of directors (the "Special Committee"), approved the
Merger Agreement and the Merger, and resolved to recommend that the
Company's shareholders vote to authorize and approve the Merger
Agreement and the Merger. The Special Committee negotiated the
terms of the Merger Agreement with the assistance of its financial
and legal advisors.
The Merger is currently expected to close during the third
quarter of 2024 and is subject to customary closing conditions,
including the authorization and approval of the Merger Agreement by
the affirmative vote of shareholders representing at least
two-thirds of the voting power of the Shares present and voting in
person or by proxy at a general meeting of the Company's
shareholders. The Consortium Members have agreed to vote all Shares
they beneficially own, which represent approximately 94.5% of the
voting rights attached to the outstanding Shares 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.
Kroll, LLC (operating through its Duff & Phelps Opinions
Practice) is serving as the financial advisor to the Special
Committee. Skadden, Arps, Slate, Meagher & Flom 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.
Maples and Calder (Hong Kong) LLP
is serving as Cayman Islands legal
counsel to the Company.
Fangda Partners is serving as U.S. legal counsel to the
Consortium. Walkers (Hong Kong) is
serving as Cayman Islands legal
counsel to the Consortium. Kirkland & Ellis is serving as U.S.
legal counsel to Alibaba Investment Limited and Cainiao Smart
Logistics Investment Limited.
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
to its shareholders a proxy statement that will include a copy of
the Merger Agreement. In addition, in connection with the Merger,
the Company and certain other participants in the Merger will
prepare and disseminate to the Company's shareholders a Schedule
13E-3 Transaction Statement that will include the Company's proxy
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. 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).
This announcement is neither a solicitation of 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
materials that may be filed with or furnished to the SEC should the
proposed merger proceed.
About BEST
BEST Inc. (NYSE: BEST) is a leading integrated smart supply
chain solutions and logistics services provider in China and Southeast
Asia. Through its proprietary technology platform and
extensive networks, BEST offers a comprehensive set of logistics
and value-add services, including freight delivery, supply chain
management and global logistics services. BEST's mission is to
empower business and enrich life by leveraging technology and
business model innovation to create a smarter, more efficient
supply chain. For more information, please visit:
http://www.best-inc.com/en/.
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," "confident" and similar statements.
Statements that are not historical or current facts, including
statements about beliefs and expectations, are forward-looking
statements. Forward looking statements involve factors, risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in these forward-looking
statements. Such factors, risks and uncertainties include the
possibility that the Merger will not occur as planned if events
arise that result in the termination of the Merger Agreement, if
the expected financing for the Merger is not available for any
reason, or if one or more of the various closing conditions to the
Merger are not 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 and the proxy statement to be
filed by the Company. Further information regarding these and other
factors, risks and uncertainties is included in the Company's
filings with the SEC. All information provided in this press
release is as of the date of the press release, and BEST undertakes
no duty to update such information, except as required under
applicable law.
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SOURCE BEST Inc.