SHANGHAI, July 1, 2016 /PRNewswire/ -- E-House
(China) Holdings Limited
("E-House" or the "Company") (NYSE: EJ), a leading real estate
services company in China, today
announced that it has called an extraordinary general meeting of
shareholders (the "EGM"), to be held at 2:00
p.m. (Beijing Time) on August 5,
2016, at the Company's office at 11/F, Yinli Building, 383
Guangyan Road, Jing'an District, Shanghai 200072, the
People's Republic of China, to consider and vote on, among
other things, the proposal to authorize and approve the previously
announced agreement and plan of merger (the "Merger Agreement")
dated April 15, 2016 by and among
E-House Holdings Ltd. ("Parent"), E-House Merger Sub Ltd. ("Merger
Sub") and the Company, the plan of merger required to be filed with
the Registrar of Companies of the Cayman
Islands, substantially in the form attached to the Merger
Agreement (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 merge with and into the Company (the "Merger"), with the
Company continuing as the surviving company after the Merger and a
wholly-owned subsidiary of Parent in accordance with the Cayman
Islands Companies Law. If completed, the Merger will result in
the Company becoming a privately held company, and the Company's
American depositary shares ("ADSs"), each representing one ordinary
share of the Company, will no longer be listed on The New York
Stock Exchange (the "NYSE") and the American depositary shares
program for the ADSs will terminate.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee of the board of directors
of the Company comprised of independent directors unaffiliated with
Parent or Merger Sub or any member of the buyer group or the
management of the Company, authorized and approved the Merger
Agreement, the Plan of Merger and the transactions contemplated
thereby (including the Merger) and recommended 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 as of the close of business in the
Cayman Islands on July 22, 2016 will be entitled to attend and vote
at the EGM. ADS holders as of the close of business in
New York City on July 11, 2016 will be entitled to instruct
JPMorgan Chase Bank, N.A., the ADS depositary, to vote the ordinary
shares represented by the ADSs at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3, as amended, and the proxy statement attached as
Exhibit 99.(A)-(1) thereto, as amended, filed with the
Securities and Exchange Commission ("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 (http://www.sec.gov). In addition, the Company's
proxy materials (including the final proxy statement) will be
mailed to shareholders and ADS holders.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, THE PROPOSED TRANSACTION 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 the
Company's shareholders with respect to the merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the proxy statement and
Schedule 13E-3 transaction statement relating to the merger filed
with the SEC. Additional information regarding the interests of
such potential participants is included in the proxy statement and
Schedule 13E-3 transaction statement and the other relevant
documents filed with the SEC.
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 the proxy statement or other
materials that have been or will be filed with or furnished to the
SEC.
About E-House
E-House (China) Holdings
Limited ("E-House") (NYSE: EJ) is China's leading real estate services company
with a nationwide network covering more than 260 cities. E-House
offers a wide range of services to the real estate industry,
including real estate online services through our 70%-owned
subsidiary, Leju Holdings Limited (NYSE: LEJU), primary sales
agency, secondary brokerage, information and consulting, offline
advertising and promotion, real estate investment management and
financial services, and mobile community value-added services.
E-House has received numerous awards for its innovative and
high-quality services, including "China's Best Company" from the National
Association of Real Estate Brokerage and Appraisal Companies and
"China Enterprises with the Best Potential" from Forbes. For more
information about E-House, please visit
http://www.ehousechina.com.
Safe Harbor: Forward-Looking Statements
This press release contains statements that express the
Company's current opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or
future results and therefore are, or may be deemed to be,
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 (the "Act"). These
forward-looking statements can be identified by terminology such as
"if," "will" and similar statements. Forward-looking statements
involve inherent risks, uncertainties and assumptions. Risks,
uncertainties and assumptions include: 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, including the Schedule 13E-3
transaction statement and the proxy statement filed by the Company.
These forward-looking statements reflect the Company's expectations
as of the date of this press release. You should not rely upon
these forward-looking statements as predictions of future events.
The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
For investor and media inquiries please contact:
Investor Relations Department
E-House (China) Holdings
Limited
Phone: +86 (21) 6133-0809
E-mail: ir@ehousechina.com
Mr. Derek Mitchell
Ogilvy Financial
In the U.S.: +1 (646) 867-1888
In China: +86
(10) 8520-6139
E-mail: ej@ogilvy.com
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SOURCE E-House (China) Holdings
Limited