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TABLE OF CONTENTS
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
Under Section 13(e) of The Securities Exchange Act of 1934
E-HOUSE (CHINA) HOLDINGS LIMITED
(Name of the Issuer)
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E-House (China) Holdings Limited
E-House Holdings Ltd.
E-House Merger Sub Ltd.
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Neil Nanpeng Shen
Smart Create Group Limited
Smart Master International Limited
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Xin Zhou
Kanrich Holdings Limited
Jun Heng Investment Limited
On Chance, Inc.
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SINA Corporation
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(Names of Persons Filing Statement)
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Ordinary Shares, par value $0.001 per share
American Depositary Shares, each representing one Ordinary Share
(Title of Class of Securities)
26852W103*
(CUSIP Number)
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E-House (China) Holding Limited
383 Guangyan Road
Qiushi Building, 11/F
Shanghai 200072
People's Republic of China
Phone: +86 21 6133-0809
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Xin Zhou
Kanrich Holdings Limited
On Chance Inc.
Jun Heng Investment Limited
c/o 11/F Qiushi Building
No. 383 Guangyan Road
Zhabei District
Shanghai 200072
People's Republic of China
Phone: +86 21 6133-0808
Facsimile: +86 21 6133-0707
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Neil Nanpeng Shen
Smart Create Group Limited
Smart Master International Limited
c/o Suite 3613, 36/F
Two Pacific Place
88 Queensway
Hong Kong
Phone: +852 2501-8989
Facsimile: +852 2501 5249
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SINA Corporation
20/F Ideal International Plaza
No. 58 North 4th Ring Road West
Haidian District, Beijing
People's Republic of China
Phone: +86 10 8262-8888
Facsimile: +86 10 8260-7073
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
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Miranda So
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Z. Julie Gao, Esq.
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Michael V. Gisser, Esq.
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Davis Polk & Wardwell
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Haiping Li, Esq.
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Skadden, Arps, Slate, Meagher & Flom LLP
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Hong Kong Club Building
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Skadden, Arps, Slate, Meagher & Flom LLP
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300 South Grand Avenue
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3A Chater Road
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c/o 42/F Edinburgh Tower, The Landmark
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Suite 3400
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Hong Kong
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15 Queen's Road Central
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Los Angeles, California 90071
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Phone: +852 2533-3373
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Hong Kong
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Phone: (213) 687-5000
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Phone: +852 3740-4700
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This
statement is filed in connection with (check the appropriate box):
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The
filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
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The filing of a registration statement under the Securities Act of 1933.
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A tender offer
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None of the above
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary
copies:
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Check the following box if the filing is a final amendment reporting the results of the transaction:
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Calculation of Filing Fee
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Transactional Valuation*
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Amount of Filing Fee**
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$561,850,736
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$56,578
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*
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This
CUSIP number applies to the Issuer's American Depositary Shares, each of which represents one Ordinary Share.
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Calculated
solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as
amended. The filing fee is calculated based on the sum of (a) the aggregate cash payment of $6.85 per share for the 79,288,990 issued and outstanding ordinary shares of the issuer
(including shares represented by American Depositary Shares) subject to the transaction, plus (b) the product of 5,588,559 ordinary shares issuable under all outstanding and unexercised
options multiplied by $1.94 per share (which is the difference between the $6.85 per share merger consideration and the weighted average exercise price of $4.91 per share), plus (c) the product
of 1,147,380 ordinary shares underlying the restricted shares multiplied by $6.85 per share ((a), (b), and (c) together, the "Transaction Valuation").
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***
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The
amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, and
the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, issued on August 27, 2015, was calculated by multiplying the Transaction Valuation by 0.0001007.
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing
with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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Table of Contents
TABLE OF CONTENTS
Table of Contents
INTRODUCTION
This Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this "Transaction
Statement"), is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) E-House (China) Holdings Limited, an exempted company with limited liability
incorporated under the laws of the Cayman Islands (the "Company"), the issuer of the ordinary shares, par value $0.001 per share (each, a "Share"), including the Shares represented by the
American depositary shares (each an "ADS," or collectively, the "ADSs"), each of which represents one Share, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act;
(b) E-House Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"); (c) E-House Merger Sub Ltd., an exempted
company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"); (d) Mr. Zhou, the co-chairman of the board of
directors of the Company (the "Board") and chief executive officer of the Company ("Mr. Zhou"), (e) Kanrich Holdings Limited, a business company with limited liability
incorporated under the laws of the British Virgin Islands, (f) On Chance, Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands, Jun
Heng Investment Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, each of Kanrich Holdings Limited, On Chance, Inc. and Jun Heng
Investment Limited being controlled by Mr. Zhou, (g) Mr. Neil Nanpeng Shen, a member of the Board ("Mr. Shen"),
(h) Smart Create Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, (i) Smart Master International Limited, a business
company with limited liability incorporated under the laws of the British Virgin Islands, each of Smart Create Group Limited and Smart Master International Limited being controlled by Mr. Shen,
and (j) SINA Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "SINA"). Mr. Zhou, Kanrich Holdings Limited, On
Chance, Inc., Jun Heng Investment Limited, Mr. Shen, Smart Create Group Limited, Smart Master International Limited and SINA are collectively referred to as the "Buyer Group."
On
April 15, 2016, Parent, Merger Sub and the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the merger of Merger Sub with and
into the Company (the "Merger") in accordance with Cayman Islands Companies Law (the "CICL"), with the Company continuing as the surviving company (the "Surviving
Company") after the Merger as a wholly-owned subsidiary of Parent.
Under
the terms of the Merger Agreement, if the Merger is completed, at the effective time of the Merger (the "Effective Time"), each Share (including Shares represented by ADSs)
issued and outstanding immediately prior to the Effective Time, other than (i) the Shares (including ADSs corresponding to such Shares) and Company Share Awards (as defined herein)
beneficially owned by the Buyer Group, (ii) Shares held by the Company or any of its subsidiaries, (iii) Shares (including ADSs corresponding to such Shares) held by JPMorgan Chase Bank,
N.A.(the "ADS depositary") and reserved for issuance and allocation pursuant to the Share Incentive Plan (as defined herein), and (iv) Shares owned by shareholders who have
validly exercised and have not effectively withdrawn or lost their dissenter rights under the Cayman Islands Companies Law (the "Dissenting Shares") (Shares described under (i) through
(iv) above are collectively referred to herein as the "Excluded Shares"), shall be cancelled in exchange for the right to receive $6.85 in cash per Share without interest and net of any
applicable withholding taxes or $6.85 in cash per ADS without interest and net of any applicable withholding taxes (less up to $0.05 per ADS cancellation fees pursuant to the terms and conditions of
the deposit agreement, dated as of August 7, 2007, by and among the Company, ADS depositary and the holders and beneficial owners from time to time of ADSs issued thereunder, as may be amended
from time to time (the "Deposit Agreement")). The Excluded Shares (other than the Dissenting Shares) will be cancelled for no merger consideration. The Dissenting Shares will be cancelled and
each holder thereof will be entitled to receive only the payment of the fair value of such Dissenting Shares in accordance with the Cayman Islands Companies Law.
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In
addition, at the Effective Time, the Company will terminate the 2008 Share Incentive Plan of the Company and all amendments and modifications thereto (the "Share Incentive
Plan"), terminate all relevant award agreements applicable to the Share Incentive Plan, cancel all options to purchase Shares or ADSs (the "Company Options") and all restricted shares
(the "Company Restricted Shares", together with the Company Options, the "Company Share Awards") granted under the Share Incentive Plan that are then outstanding and unexercised, whether or not
vested or exercisable.
Each
former holder of a Company Option (other than a former holder of any Company Options that are Excluded Shares), whether vested or unvested, that is cancelled at the Effective Time
shall, in exchange thereof, be paid by the Surviving Company or one of its subsidiaries, as soon as practicable after the Effective Time (without interest), a cash amount equal to the product of
(i) the excess, if any, of $6.85 over the exercise price of such Company Option multiplied by (ii) the number of Shares underlying such Company Option; provided that if the Exercise
Price of any such Company Option is equal to or greater than $6.85, such Company Option shall be cancelled without any payment therefor. Each former holder of a Company Restricted Share (other than a
former holder of any Company Restricted Shares that are Excluded Shares) that is cancelled at the Effective Time shall, in exchange thereof, be paid by the Surviving Company or one of its
subsidiaries, as soon as practicable after the Effective Time (without interest), a cash amount equal to the product of (i) $6.85 multiplied by (ii) the number of Company Restricted
Shares held by such former holder. At the Effective Time, each Company Option and each Company Restricted Share that is an Excluded Share (whether vested or unvested) will be cancelled for no merger
consideration.
If
the Merger is completed, each holder of the Company's 2018 convertible notes (the "Notes") will have the option to require the Surviving Company to repurchase such holder's
Notes for a purchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, through but excluding, the applicable fundamental change
repurchase date as defined under the indenture agreement. Furthermore, after the Effective Time but prior to and including the second business day prior to the fundamental change repurchase date, each
holder of the Notes will be entitled, subject to the terms and conditions of the indenture agreement, to convert such holder's Notes into the right to receive an amount in cash for each $1,000
principal amount of the Notes held by such holder equal to the product of (i) the $6.85 per ADS merger consideration and (ii) the increased conversion rate as determined pursuant to the
indenture agreement; provided that such holder of the Notes has not delivered or has validly withdrawn a notice to require the Surviving Company to repurchase such holder's Notes. After the second
business day prior to the applicable fundamental change repurchase date, each holder of the Notes, to the extent such holder has not exercised its right to require the Surviving Company to repurchase
such holder's Notes, will be entitled to convert such Notes into the right to receive an amount in cash for each $1,000 principal amount of the Notes held by such holder equal to the product of
(i) the $6.85 per ADS merger consideration and (ii) the conversion rate as defined in the indenture agreement.
In
order for the Merger to be completed, the Merger Agreement, the Plan of Merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger
(the "Plan of Merger"), and the transactions contemplated by the Merger Agreement (the "Transactions"), including the Merger, must be authorized and approved by the affirmative vote of holders of
Shares representing at least two-thirds of the voting rights of the Shares present and voting in person or by proxy as a single class at an extraordinary general meeting of shareholders in accordance
with Section 233(6) of the CICL. However, the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are not subject to the
authorization and
approval of holders of a majority of the Company's outstanding Shares and ADSs unaffiliated with the Buyer Group.
As
of the date of this proxy statement, the Buyer Group collectively beneficially owns approximately 44.9% of the total issued and outstanding Shares. Pursuant to the terms of the Voting
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Agreement
entered into by the members of the Buyer Group and Parent concurrently with the Merger Agreement, all of the Shares beneficially owned by the Buyer Group will be voted in favor of the
authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, at the extraordinary general meeting of shareholders of the Company.
The
Company will make available to its shareholders a proxy statement (the "proxy statement," a preliminary copy of which is attached as Exhibit (a)-(1) to this
Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote upon, among other proposals, a
proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. Copies of the Merger Agreement and the Plan of Merger are attached to the proxy
statement as Annex A and are incorporated herein by reference. As of the date hereof, the proxy statement is in preliminary form and is subject to completion.
The
cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy statement of the information
required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the proxy statement,
including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information
contained in the proxy statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the proxy statement.
All
information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person has produced any disclosure with respect
to any other Filing Person.
Item 1 Summary Term Sheet
The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
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"Summary Term Sheet"
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"Questions and Answers about the Extraordinary General Meeting and the Merger"
Item 2 Subject Company Information
(a)
Name and Address
. The information set forth in the proxy statement under the following caption is
incorporated herein by reference:
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"Summary Term SheetThe Parties Involved in the Merger"
(b)
Securities
. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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"The Extraordinary General MeetingRecord Date; Shares and ADSs Entitled to Vote"
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"The Extraordinary General MeetingShareholders and ADS Holders Entitled to Vote; Voting Materials"
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"Security Ownership of Certain Beneficial Owners and Management of the Company"
(c)
Trading Market and Price
. The information set forth in the proxy statement under the following caption is
incorporated herein by reference:
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"Market Price of the ADSs, Dividends and Other MattersMarket Price of the ADSs"
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(d)
Dividends
. The information set forth in the proxy statement under the following caption is incorporated
herein by reference:
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"Market Price of the ADSs, Dividends and Other MattersDividend Policy"
(e)
Prior Public Offering
. The information set forth in the proxy statement under the following caption is
incorporated herein by reference:
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"Transactions in the Shares and ADSsPrior Public Offerings"
(f)
Prior Stock Purchase
. The information set forth in the proxy statement under the following caption is
incorporated herein by reference:
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"Transactions in the Shares and ADSs"
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"Special FactorsRelated Party Transactions"
Item 3 Identity and Background of Filing Person
(a)
Name and Address
. E-House (China) Holding Limited is the subject company. The information set forth in the
proxy statement under the following captions is incorporated herein by reference:
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"Summary Term SheetThe Parties Involved in the Merger"
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"Annex DDirectors and Executive Officers of Each Filing Person"
(b)
Business and Background of Entities
. The information set forth in the proxy statement under the following
captions is incorporated herein by reference:
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"Summary Term SheetThe Parties Involved in the Merger"
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"Annex DDirectors and Executive Officers of Each Filing Person"
(c)
Business and Background of Natural Persons
. The information set forth in the proxy statement under the
following captions is incorporated herein by reference:
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"Summary Term SheetThe Parties Involved in the Merger"
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"Annex DDirectors and Executive Officers of Each Filing Person"
Item 4 Terms of the Transaction
(a)-(1)
Material Terms
. Not applicable.
(a)-(2)
Material Terms
. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
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"Summary Term Sheet"
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"Questions and Answers about the Extraordinary General Meeting and the Merger"
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"Special Factors"
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"The Extraordinary General Meeting"
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"The Merger Agreement and Plan of Merger"
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"Annex AAgreement and Plan of Merger"
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(c)
Different Terms
. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
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"Summary Term SheetInterests of the Company's Executive Officers and Directors in the Merger"
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"Special FactorsInterests of Certain Persons in the Merger"
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"The Extraordinary General MeetingProposals to be Considered at the Extraordinary General Meeting"
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"The Merger Agreement and Plan of Merger"
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"Annex AAgreement and Plan of Merger"
(d)
Dissenter Rights
. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
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"Summary Term SheetDissenter Rights"
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"Questions and Answers about the Extraordinary General Meeting and the Merger"
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"Dissenter Rights"
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"Annex CCayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and
revised)Section 238"
(e)
Provisions for Unaffiliated Security Holders
. The information set forth in the proxy statement under the
following caption is incorporated herein by reference:
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"Provisions for Unaffiliated Security Holders"
(f) Eligibility
of Listing or Trading. Not applicable.
Item 5 Past Contracts, Transactions, Negotiations and Agreements
(a)
Transactions
. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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"Special FactorsInterests of Certain Persons in the Merger"
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"Special FactorsRelated Party Transactions"
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"Transactions in the Shares and ADSs"
(b)
Significant Corporate Events
. The information set forth in the proxy statement under the following captions
is incorporated herein by reference:
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"Special FactorsBackground of the Merger"
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"Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Board"
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"Special FactorsBuyer Group's Purpose and Reasons for the Merger"
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"Special FactorsInterests of Certain Persons in the Merger"
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"The Merger Agreement and Plan of Merger"
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"Annex AAgreement and Plan of Merger"
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Table of Contents
(c)
Negotiations or Contacts
. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
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"Special FactorsBackground of the Merger"
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"Special FactorsPlans for the Company after the Merger"
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"Special FactorsInterests of Certain Persons in the Merger"
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"The Merger Agreement and Plan of Merger"
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"Annex AAgreement and Plan of Merger"
(e)
Agreements Involving the Subject Company's
Securities. The information set forth in the proxy statement
under the following captions is incorporated herein by reference:
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"Summary Term SheetPlans for the Company after the Merger"
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"Summary Term SheetRollover agreement"
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"Summary Term SheetFinancing of the Merger"
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"Special FactorsBackground of the Merger"
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"Special FactorsPlans for the Company after the Merger"
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"Special FactorsFinancing of the Merger"
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"Special FactorsRollover agreement"
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"Special FactorsInterests of Certain Persons in the Merger"
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"Special FactorsVoting by the Buyer Group at the Extraordinary General Meeting"
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"The Merger Agreement and Plan of Merger"
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"Transactions in the Shares and ADSs"
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"Annex AAgreement and Plan of Merger"
Item 6 Purposes of the Transaction and Plans or Proposals
(a)
Purposes
. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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"Summary Term SheetPurposes and Effects of the Merger"
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"Summary Term SheetPlans for the Company after the Merger"
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"Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Board"
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"Special FactorsBuyer Group's Purpose and Reasons for the Merger"
(b)
Use of Securities Acquired
. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
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"Summary Term Sheet"
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"Questions and Answers about the Extraordinary General Meeting and the Merger"
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"Special FactorsBuyer Group's Purpose and Reasons for the Merger"
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"Special FactorsEffect of the Merger on the Company"
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Table of Contents
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"The Merger Agreement and Plan of Merger"
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"Annex AAgreement and Plan of Merger"
(c)(1)-(8)
Plans
. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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"Summary Term SheetThe Merger"
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"Summary Term SheetPurposes and Effects of the Merger"
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"Summary Term SheetPlans for the Company after the Merger"
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"Summary Term SheetFinancing of the Merger"
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"Summary Term SheetInterests of the Company's Executive Officers and Directors in the Merger"
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"Special FactorsBackground of the Merger"
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"Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Board"
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"Special FactorsBuyer Group's Purpose and Reasons for the Merger"
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"Special FactorsEffect of the Merger on the Company"
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"Special FactorsPlans for the Company after the Merger"
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"Special FactorsFinancing of the Merger"
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"Special FactorsInterests of Certain Persons in the Merger"
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"The Merger Agreement and Plan of Merger"
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"Annex AAgreement and Plan of Merger"
Item 7 Purposes, Alternatives, Reasons and Effects
(a)
Purposes
. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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"Summary Term SheetPurposes and Effects of the Merger"
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"Summary Term SheetPlans for the Company after the Merger"
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"Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Board"
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"Special FactorsBuyer Group's Purpose and Reasons for the Merger"
(b)
Alternatives
. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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"Special FactorsBackground of the Merger"
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"Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Board"
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"Special FactorsPosition of the Buyer Group as to the Fairness of the Merger"
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"Special FactorsBuyer Group's Purpose and Reasons for the Merger"
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"Special FactorsAlternatives to the Merger"
7
Table of Contents
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"Special FactorsEffects on the Company if the Merger is not Completed"
(c)
Reasons
. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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"Summary Term SheetPurposes and Effects of the Merger"
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"Special FactorsBackground of the Merger"
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"Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Board"
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"Special FactorsPosition of the Buyer Group as to the Fairness of the Merger"
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"Special FactorsBuyer Group's Purpose and Reasons for the Merger"
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"Special FactorsEffect of the Merger on the Company"
(d)
Effects
. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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"Summary Term SheetPurposes and Effects of the Merger"
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"Special FactorsBackground of the Merger"
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"Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Board"
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"Special FactorsEffect of the Merger on the Company"
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"Special FactorsPlans for the Company after the Merger"
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"Special FactorsEffects on the Company if the Merger is not Completed"
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"Special FactorsEffect of the Merger on the Company's Net Book Value and Net Earnings"
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"Special FactorsInterests of Certain Persons in the Merger"
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"Special FactorsMaterial U.S. Federal Income Tax Consequences"
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"Special FactorsMaterial PRC Income Tax Consequences"
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"Special FactorsMaterial Cayman Islands Tax Consequences"
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"The Merger Agreement and Plan of Merger"
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"Annex AAgreement and Plan of Merger"
Item 8 Fairness of the Transaction
(a)-(b)
Fairness
;
Factors Considered in Determining
Fairness.
The information set forth in the proxy statement under the following captions incorporated herein
by reference:
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"Summary Term SheetRecommendations of the Special Committee and the Board"
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"Summary Term SheetPosition of Buyer Group as to the Fairness of the Merger"
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"Summary Term SheetOpinion of the Special Committee's Financial Advisor"
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"Summary Term SheetInterests of the Company's Executive Officers and Directors in the Merger"
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"Special FactorsBackground of the Merger"
8
Table of Contents
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"Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Board"
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"Special FactorsPosition of the Buyer Group as to the Fairness of the Merger"
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"Special FactorsOpinion of the Special Committee's Financial Advisor"
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"Special FactorsInterests of Certain Persons in the Merger"
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"Annex BOpinion of Duff & Phelps as Financial Advisor"
(c)
Approval of Security Holders
. The information set forth in the proxy statement under the following captions
is incorporated herein by reference:
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"Summary Term SheetShareholder Vote Required to Authorize and Approve the Merger Agreement and Plan of Merger"
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"Questions and Answers about the Extraordinary General Meeting and the Merger"
-
-
"The Extraordinary General MeetingVote Required"
(d)
Unaffiliated Representative
. The information set forth in the proxy statement under the following captions
is incorporated herein by reference:
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Board"
-
-
"Special FactorsOpinion of the Special Committee's Financial Advisor"
-
-
"Annex BOpinion of Duff & Phelps as Financial Advisor"
(e)
Approval of Directors
. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
-
-
"Summary Term SheetRecommendations of the Special Committee and the Board"
-
-
"Questions and Answers about the Extraordinary General Meeting and the Merger"
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Board"
(f)
Other Offers
. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Board"
Item 9 Reports, Opinions, Appraisals and Negotiations
(a)
Report, Opinion or Appraisal
. The information set forth in the proxy statement under the following captions
is incorporated herein by reference:
-
-
"Summary Term SheetOpinion of the Special Committee's Financial Advisor"
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsOpinion of the Special Committee's Financial Advisor"
9
Table of Contents
-
-
"Annex BOpinion of Duff & Phelps as Financial Advisor"
(b)
Preparer and Summary of the Report, Opinion or Appraisal
. The information set forth in the proxy statement
under the following captions is incorporated herein by reference:
-
-
"Special FactorsOpinion of the Special Committee's Financial Advisor"
-
-
"Annex BOpinion of Duff & Phelps as Financial Advisor"
(c)
Availability of Documents
. The information set forth in the proxy statement
under
the following caption is incorporated herein
by reference:
-
-
"Where You Can Find More Information"
The
reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its
regular business hours by any interested holder of the Shares and ADSs or his, her or its representative who has been so designated in writing.
Item 10 Source and Amount of Funds or Other Consideration
(a)
Source of Funds
. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
-
-
"Summary Term SheetFinancing of the Merger"
-
-
"Special FactorsFinancing of the Merger"
-
-
"The Merger Agreement and Plan of Merger"
-
-
"Annex AAgreement and Plan of Merger"
(b)
Conditions
. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
-
-
"Summary Term SheetFinancing of the Merger"
-
-
"Special FactorsFinancing of the Merger"
(c)
Expenses
. The information set forth in the proxy statement under the following caption is incorporated
herein by reference:
-
-
"Summary Term SheetFees and Expenses"
-
-
"Special FactorsFees and Expenses"
-
-
"The Merger Agreement and Plan of MergerFees and Expenses"
(d)
Borrowed Funds
. The information set forth in the proxy statement under the following caption is incorporated
herein by reference:
-
-
"Summary Term SheetFinancing of the Merger"
-
-
"Special FactorsFinancing of the Merger"
-
-
"The Merger Agreement and Plan of MergerFinancing"
10
Table of Contents
Item 11 Interest in Securities of the Subject Company
(a)
Securities Ownership
. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
-
-
"Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments"
-
-
"Special FactorsInterests of Certain Persons in the Merger"
-
-
"Security Ownership of Certain Beneficial Owners and Management of the Company"
(b)
Securities Transaction
. The information set forth in the proxy statement under the following caption is
incorporated herein by reference:
-
-
"Transactions in the Shares and ADSs"
Item 12 The Solicitation or Recommendation
(d)
Intent to Tender or Vote in a Going-Private Transaction
. The information set forth in the proxy statement
under the following captions is incorporated herein by reference:
-
-
"Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments"
-
-
"Summary Term SheetVoting Agreement"
-
-
"Questions and Answers about the Extraordinary General Meeting and the Merger"
-
-
"Special FactorsVoting Agreement"
-
-
"Special FactorsVoting by the Buyer Group at the Extraordinary General Meeting"
-
-
"The Extraordinary General MeetingVote Required"
-
-
"Security Ownership of Certain Beneficial Owners and Management of the Company"
(e)
Recommendations of Others
. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
-
-
"Summary Term SheetRecommendations of the Special Committee and the Board"
-
-
"Summary Term SheetPosition of Buyer Group as to the Fairness of the Merger"
-
-
"Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Special Committee and the Board"
-
-
"Special FactorsPosition of the Buyer Group as to the Fairness of the Merger"
-
-
"The Extraordinary General MeetingOur Board's Recommendation"
Item 13 Financial Statements
(a)
Financial Information
. The audited consolidated financial statements of the Company for the two years ended
December 31, 2014 and December 31, 2015 are incorporated herein by reference to the Company's Form 20-F for the year ended December 31, 2015, filed on April 22, 2016
(see page F-1 and following pages).
11
Table of Contents
The
information set forth in the proxy statement under the following captions is incorporated herein by reference:
-
-
"Financial Information"
-
-
"Where You Can Find More Information"
(d) Pro Forma
Information. Not applicable.
Item 14 Persons/Assets, Retained, Employed, Compensated or Used
(a)
Solicitation or Recommendations
. The information set forth in the proxy statement under the following
caption is incorporated herein by reference:
-
-
"The Extraordinary General MeetingSolicitation of Proxies"
(b)
Employees and Corporate Assets
. The information set forth in the proxy statement under the following
captions is incorporated herein by reference:
-
-
"Summary Term SheetThe Parties Involved in the Merger"
-
-
"Special FactorsInterests of Certain Persons in the Merger"
-
-
"Annex DDirectors and Executive Officers of Each Filing Person"
Item 15 Additional Information
(c)
Other Material Information
. The information contained in the proxy statement, including all annexes thereto,
is incorporated herein by reference.
Item 16 Exhibits
(a)-(1) Preliminary
Proxy Statement of the Company dated , 2016 (the "proxy statement").
(a)-(2) Notice
of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.
(a)-(3) Form
of Proxy Card, incorporated herein by reference to Annex E to the proxy statement.
(a)-(4) ADS
Voting Instructions Card, incorporated herein by reference to Annex F to the proxy statement.
(a)-(5) Press
Release issued by the Company, dated April 15, 2016, incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K
furnished by the Company to the SEC on April 15, 2016.
(b)-(1) Debt
Commitment Letter by and between Shanghai Pudong Development Bank Co., Ltd., Nanhui Sub-Branch and Merger Sub dated April 15, 2016,
incorporated herein by reference to Exhibit 7.06 to Schedule 13D, as amended, filed with the SEC by the Buyer Group on April 15, 2016.
(b)-(2) Equity
Commitment Letter, dated April 15, 2016, by and between Parent and Mr. Zhou, incorporated herein by reference to Exhibit 7.03 to
Schedule 13D, as amended, filed with the SEC by the Buyer Group on April 15, 2016.
(b)-(3) Equity
Commitment Letter, dated April 15, 2016, by and between Parent and Mr. Shen, incorporated herein by reference to Exhibit 7.04 to
Schedule 13D, as amended, filed with the SEC by the Buyer Group on April 15, 2016.
12
Table of Contents
(b)-(4) Equity
Commitment Letter, dated April 15, 2016, by and between Parent and SINA Corporation, incorporated herein by reference to Exhibit 7.05 to
Schedule 13D, as amended, filed with the SEC by the Buyer Group on April 15, 2016.
(c)-(1) Opinion
of Duff & Phelps, dated April 15, 2016, incorporated herein by reference to Annex B to the proxy statement.
(c)-(2) Discussion
materials prepared by Duff & Phelps for discussion with the Special Committee, dated April 14, 2016.
(d)-(1) Agreement
and Plan of Merger, dated as of April 15, 2016, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A
to the proxy statement.
(d)-(2) Rollover
Agreement, dated April 15, 2016, by and between Parent, Mr. Zhou, Kanrich Holdings Limited, On Chance, Inc., Jun Heng Investment
Limited, Mr. Shen, Smart Create Group Limited, Smart Master International Limited and SINA, incorporated herein by reference to Exhibit 7.08 to Schedule 13D, as amended, filed
with the SEC by the Buyer Group on April 15, 2016.
(d)-(3) Voting
Agreement, dated April 15, 2016, by and between Mr. Zhou, Kanrich Holdings Limited, On Chance, Inc., Jun Heng Investment Limited,
Mr. Shen, Smart Create Group Limited, Smart Master International Limited and SINA, incorporated herein by reference to Exhibit 7.09 to Schedule 13D, as amended, filed with the SEC
by the Buyer Group on April 15, 2016.
(d)-(4) Limited
Guarantee, dated April 15, 2016, by and between Parent, Mr. Zhou, Mr. Shen and SINA, incorporated herein by reference to
Exhibit 7.07 to Schedule 13D, as amended, filed with the SEC by the Buyer Group on April 15, 2016.
(d)-(5) Second
Amended and Restated Consortium Agreement dated April 15, 2016, by and between Mr. Zhou, Mr. Shen and SINA, incorporated herein by
reference to Exhibit 7.10 to Schedule 13D, as amended, filed with the SEC by the Buyer Group on April 15, 2016.
(f)-(1) Dissenter
Rights, incorporated herein by reference to the section entitled "Dissenter Rights" in the proxy statement.
(f)-(2) Section 238
of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to
Annex C to the proxy statement.
(g) Not
applicable.
13
Table of Contents
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
April 25, 2016
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E-House (China) Holdings Limited
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By:
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/s/ JIN LI
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Name:
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Jin Li
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Title:
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Chairman of the Special Committee
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E-House Holdings Ltd.
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By:
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/s/ XIN ZHOU
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Name:
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Xin Zhou
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Title:
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Director
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E-House Merger Sub Ltd.
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By:
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/s/ XIN ZHOU
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Name:
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Xin Zhou
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Title:
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Director
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Xin Zhou
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By:
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/s/ XIN ZHOU
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Kanrich Holdings Limited
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By:
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/s/ XIN ZHOU
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Name:
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Xin Zhou
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Title:
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Director
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On Chance Inc.
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By:
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/s/ XIN ZHOU
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Name:
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Xin Zhou
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Title:
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Director
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14
Table of Contents
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Jun Heng Investment Limited
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By:
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/s/ XIN ZHOU
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Name:
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Xin Zhou
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Title:
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Director
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Neil Nanpeng Shen
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By:
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/s/ NEIL NANPENG SHEN
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Smart Create Group Limited
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By:
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/s/ NEIL NANPENG SHEN
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Name:
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Neil Nanpeng Shen
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Title:
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Director
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Smart Master International Limited
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By:
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/s/ NEIL NANPENG SHEN
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Name:
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Neil Nanpeng Shen
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Title:
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Director
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SINA Corporation
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By:
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/s/ CHARLES CHAO
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Name:
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Charles Chao
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Title:
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Chief Executive Officer
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15
Table of Contents
Exhibit Index
(a)-(1) Preliminary
Proxy Statement of the Company dated , 2016 (the "proxy statement").
(a)-(2) Notice
of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.
(a)-(3) Form
of Proxy Card, incorporated herein by reference to Annex E to the proxy statement.
(a)-(4) ADS
Voting Instructions Card, incorporated herein by reference to Annex F to the proxy statement.
(a)-(5) Press
Release issued by the Company, dated April 15, 2016, incorporated herein by reference to Exhibit 99.1 to the report on Form 6-K
furnished by the Company to the SEC on April 15, 2016.
(b)-(1) Debt
Commitment Letter by and between Shanghai Pudong Development Bank Co., Ltd., Nanhui Sub-Branch and Merger Sub dated April 15, 2016,
incorporated herein by reference to Exhibit 7.06 to Schedule 13D, as amended, filed with the SEC by the Buyer Group on April 15, 2016.
(b)-(2) Equity
Commitment Letter, dated April 15, 2016, by and between Parent and Mr. Zhou, incorporated herein by reference to Exhibit 7.03 to
Schedule 13D, as amended, filed with the SEC by the Buyer Group on April 15, 2016.
(b)-(3) Equity
Commitment Letter, dated April 15, 2016, by and between Parent and Mr. Shen, incorporated herein by reference to Exhibit 7.04 to
Schedule 13D, as amended, filed with the SEC by the Buyer Group on April 15, 2016.
(b)-(4) Equity
Commitment Letter, dated April 15, 2016, by and between Parent and SINA Corporation, incorporated herein by reference to Exhibit 7.05 to
Schedule 13D, as amended, filed with the SEC by the Buyer Group on April 15, 2016.
(c)-(1) Opinion
of Duff & Phelps, dated April 15, 2016, incorporated herein by reference to Annex B to the proxy statement.
(c)-(2) Discussion
materials prepared by Duff & Phelps for discussion with the Special Committee, dated April 14, 2016.
(d)-(1) Agreement
and Plan of Merger, dated as of April 15, 2016, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A
to the proxy statement.
(d)-(2) Rollover
Agreement, dated April 15, 2016, by and between Parent, Mr. Zhou, Kanrich Holdings Limited, On Chance, Inc., Jun Heng Investment
Limited, Mr. Shen, Smart Create Group Limited, Smart Master International Limited and SINA, incorporated herein by reference to Exhibit 7.08 to Schedule 13D, as amended, filed
with the SEC by the Buyer Group on April 15, 2016.
(d)-(3) Voting
Agreement, dated April 15, 2016, by and between Mr. Zhou, Kanrich Holdings Limited, On Chance, Inc., Jun Heng Investment Limited,
Mr. Shen, Smart Create Group Limited, Smart Master International Limited and SINA, incorporated herein by reference to Exhibit 7.09 to Schedule 13D, as amended, filed with the SEC
by the Buyer Group on April 15, 2016.
(d)-(4) Limited
Guarantee, dated April 15, 2016, by and between Parent, Mr. Zhou, Mr. Shen and SINA, incorporated herein by reference to
Exhibit 7.07 to Schedule 13D, as amended, filed with the SEC by the Buyer Group on April 15, 2016.
(d)-(5) Second
Amended and Restated Consortium Agreement dated April 15, 2016, by and between Mr. Zhou, Mr. Shen and SINA, incorporated herein by
reference to Exhibit 7.10 to Schedule 13D, as amended, filed with the SEC by the Buyer Group on April 15, 2016.
16
Table of Contents
(f)-(1) Dissenter
Rights, incorporated herein by reference to the section entitled "Dissenter Rights" in the proxy statement.
(f)-(2) Section 238
of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to
Annex C to the proxy statement.
(g) Not
applicable.
17
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