Jumei International Holding Limited Announces Completion of Going Private Transaction
April 14 2020 - 9:35PM
Jumei International Holding Limited (NYSE: JMEI) (“Jumei” or the
“Company”), today announced the completion of its merger (the
“Merger”) with Jumei Investment Holding Limited (“Purchaser”), a
wholly-owned subsidiary of Super ROI Global Holding Limited
(“Parent”), pursuant to the agreement and plan of merger (the
“Merger Agreement”) dated February 25, 2020 by and among Parent,
Purchaser and the Company. As a result of the merger, the Company
ceased to be a public traded company and became a wholly-owned
subsidiary of Parent.
As previously reported, pursuant to the Merger
Agreement, Purchaser conducted a tender offer (the “Offer”) to
purchase all outstanding class A ordinary shares, par value
$0.00025 each, of the Company (“Class A Ordinary Shares”) and
American depositary shares, each representing ten Class A Ordinary
Shares (“ADSs”), at price of $2.00 in cash per Class A Ordinary
Share or $20.00 in cash per ADS, without interest and less $0.05
per ADS cancellation fees and other related fees and withholding
taxes, on and subject to the terms and conditions set forth in the
Merger Agreement. The Offer and withdrawal rights expired at 12:00
midnight, New York City time, on April 8, 2020, and Purchaser and
Parent accepted for payment all Class A Ordinary Shares (including
Class A Ordinary Shares represented by ADSs) that were validly
tendered and not validly withdrawn prior to the expiration of the
Offer.
On April 14, 2020 (the “Merger Effective Time”),
following consummation of the Offer, Purchaser merged with and into
the Company, and the Company became a wholly owned subsidiary of
Parent. The Merger was consummated pursuant to Section 233(7) of
the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and
revised) of the Cayman Islands, under which no shareholder vote is
required to consummate the Merger.
At the Merger Effective Time, each Class A
Ordinary Share issued and outstanding immediately prior to the
Merger Effective Time was cancelled and ceased to exist in exchange
for the right to receive $2.00 and each ADS issued and outstanding
immediately prior to the Merger effective time was cancelled and
ceased to exist in exchange for the right to receive $20.00, in
each case, in cash, without interest and net of any applicable
withholding taxes (the “Per Share Merger Consideration”). The ADS
holders shall pay any applicable fees, charges and expenses of The
Bank of New York Mellon, the ADS depositary (the “ADS Depositary”)
and government charges (including withholding taxes if any) due to
or incurred by the ADS Depositary, in its capacity as the ADS
depositary, in connection with the cancellation of the ADSs
surrendered and distribution of the merger consideration to holders
of ADSs, including applicable ADS cancellation fees of $0.05 per
ADS. Notwithstanding the foregoing, 40,344,690 Class A Ordinary
Shares and 50,892,198 Class B Ordinary Share owned by Purchaser
were canceled in exchange for the shares issued and outstanding
immediately after the Merger Effective Time of the surviving
company held by Parent.
Pursuant to the Merger Agreement, each vested
option to purchase Class A Ordinary Shares (each, a “Company
Option”) outstanding immediately prior to the Merger Effective Time
was cancelled in exchange for the right to receive the product of
(i) the excess, if any, of the Per Share Merger Consideration over
the exercise price per Class A Ordinary Share of such vested
Company Option, multiplied by (ii) the total number of Class A
Ordinary Shares underlying such vested Company Option. Any
then-outstanding vested Company Option that had an exercise price
per Class A Ordinary Share equal to or greater than the Per Share
Merger Consideration was cancelled at the Merger Effective Time and
ceased to exist without receiving any payment for such Company
Option. Each restricted share unit of the Company (each a “Company
RSU”) vested and outstanding immediately prior to the Merger
Effective Time was cancelled as of the Merger Effective Time and
converted into the right to receive in exchange therefor an amount
of cash equal to (i) the Per Share Merger Consideration, multiplied
by (ii) the number of Class A Ordinary Shares underlying such
Company RSU.
The Company also announced today that it had
requested that trading of its ADSs on the New York Stock Exchange
(“NYSE”) be suspended, and that NYSE file with the SEC a Form 25
notifying the Securities and Exchange Commission (the “SEC”) of
NYSE’s withdrawal of the ADSs from listing on NYSE and intention to
withdraw the Class A Ordinary Shares from registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended.
Parent has advised the Company that it intends to cause the Company
to file with the SEC, ten days after NYSE files the Form 25, a Form
15 suspending the Company’s reporting obligations under the
Exchange Act and withdrawing the registration of the Class A
Ordinary Shares under the Exchange Act. The Company’s obligations
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 of the Class A Ordinary Shares becomes
effective.
In connection with the merger, Houlihan Lokey
(China) Limited is serving as financial advisor to the special
committee of the board of directors of the Company (the “Special
Committee”); Hogan Lovells is serving as U.S. legal counsel to the
Special Committee; certain legal matters of Cayman Islands law with
respect to the Merger are advised upon for the Special Committee by
Harneys.
Skadden, Arps, Slate, Meagher & Flom
LLP is serving as U.S. legal counsel to Mr. Leo Ou Chen, Parent and
Purchaser (collectively, the “Buyer Group”); and Conyers
Dill & Pearman is serving as Cayman legal counsel to the
Buyer Group.
About Jumei
Jumei (NYSE: JMEI) is a fashion and lifestyle
solutions provider with a diversified portfolio of products on
offer in China. Jumei sells branded beauty, baby, children and
maternity products, light luxury products, as well as health
supplements through its e-commerce platform. Jumei has invested in
adjacent fashion and lifestyle businesses such as Jiedian, a mobile
device power bank operating company, and TV drama series
production, to expand its service offerings. These investments will
further expand and strengthen Jumei’s ecosystem as it seeks to
benefit from China’s transition into the new retail era.
Safe Harbor Statement
This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and as defined in the
U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
“if,” “will,” “expect,” and similar statements. Forward-looking
statements involve inherent risks, uncertainties and assumptions.
Further information regarding these and other risks is included in
the Company's filings with the U.S. Securities and Exchange
Commission. 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 more information, please contact:
ChristensenIn ChinaMr. Christian ArnellPhone:
+86-10-5900-1548E-mail: carnell@christensenir.com
In United StatesMs. Linda BergkampPhone: +1-480-614-3004Email:
lbergkamp@christensenir.com
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