SHANGHAI, Aug. 12, 2016 /PRNewswire-FirstCall/ -- E-House
(China) Holdings Limited
(NYSE: EJ) ("E-House" or the "Company"), a leading real estate
services company in China, today
announced the completion of its merger (the "Merger") with E-House
Merger Sub Ltd. ("Merger Sub"), a wholly owned subsidiary of
E-House Holdings Ltd. ("Parent"), pursuant to the previously
announced agreement and plan of merger dated April 15, 2016 (the "Merger Agreement") among the
Company, Parent and Merger Sub. As a result of the Merger, the
Company became a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on August 5, 2016, all of the
Company's ordinary shares (each, a "Share") issued and outstanding
immediately prior to the effective time of the Merger (the
"Effective Time") have been cancelled in exchange for the right to
receive US$6.85 per Share, and all of
the Company's American depositary shares ("ADSs"), each of which
represents one Share, issued and outstanding immediately prior to
the Effective Time have been cancelled in exchange for the right to
receive US$6.85 per ADS, in each
case, in cash, without interest and net of any applicable fees and
withholding taxes, except for (i) certain Shares beneficially owned
by each of Mr. Xin Zhou, the
co-chairman of the board of directors and chief executive officer
of the Company, Kanrich Holdings Limited, On Chance, Inc. and Jun
Heng Investment Limited, each controlled by Mr. Zhou, Mr. Neil
Nanpeng Shen, a member of the board of directors of the Company,
Smart Create Group Limited and Smart Master International Limited,
each controlled by Mr. Shen, and SINA Corporation, which have been
cancelled with no payment or distribution with respect thereto,
(ii) ordinary 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exercised and have not effectively withdrawn or lost their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"), which have been cancelled in exchange for the
right to receive the payment of fair value of the Dissenting Shares
under the Cayman Islands Companies Law, and (iii) ordinary shares
held by JPMorgan Chase Bank, N.A., in its capacity as ADS
depositary and reserved for issuance and allocation upon the
exercise of any option or restricted share issued under the
Company's share incentive plans, which have been cancelled for no
consideration.
Registered shareholders entitled to the merger consideration
will receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration and should wait to receive the letter of transmittal
before surrendering their share certificates. As to ADS holders
entitled to the merger consideration, payment of the merger
consideration (less $0.05 per ADS
cancellation fees) will be made to ADS holders as soon as
practicable after JPMorgan Chase Bank, N.A., the Company's ADS
depositary, receives the merger consideration.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange ("NYSE") be suspended
before the market opens on August 15,
2016. The Company requested NYSE to file a Form 25 with the
U.S. Securities and Exchange Commission (the "SEC") notifying the
SEC of the delisting of its ADSs on NYSE and the deregistration of
the Company's registered securities. The deregistration will become
effective 90 days after the filing of the Form 25 or such shorter
period as may be determined by the SEC. The Company intends to
suspend its reporting obligations under the Securities Exchange Act
of 1934, as amended, by filing a Form 15 with the SEC in
approximately ten days following filing of the Form 25. The
Company's obligation to file with or furnish to the SEC certain
reports and forms, including Form 20-F and Form 6-K, will be
suspended immediately as of the filing date of the Form 15 and will
terminate once the deregistration becomes effective.
About E-House (China)
Holdings Limited
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 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. 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.
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