eHi Car Services Limited (NYSE: EHIC), the main car condo and car offerings employer in China, these days announced that it has entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”) with Teamsport Parent Limited (“Parent”) and Teamsport Bidco Limited (“Merger Sub”), an entirely owned subsidiary of Parent, on February 18, 2019. The Amended Merger Agreement amends and restates in its entirety the Agreement and Plan of Merger, dated April 6, 2018, among Parent, Merger Sub, and the Company (the “Original Merger Agreement”).
Under the Amended Merger Agreement, eHi shareholders will acquire cash consideration identical to US$6.One hundred twenty-five in line with the common percentage of the Company (each, a “Share”) or US$12.25 per American depositary Share of the Company (every, an “ADS”), each of which represents Class A common shares of the Company, apart from Rollover Shares (as defined under) and ADSs representing Rollover Shares, as relevant. The coins attention to be paid to shareholders under the Amended Merger Agreement is approximately nine.25% less than the cash attention payable under the Original Merger Agreement, representing a premium of 26.
9% over the last charge of US$nine.According to ADS, Sixty-five is quoted with the aid of the New York Stock Exchange on January 22, 2019, and a premium of twenty-two. 9% and 19.2%, respectively, over the 30- and 60-trading day volume-weighted common charge consistent with ADS as quoted utilizing the New York Stock Exchange previous to January 22, 2019, the day earlier than a suggestion to revise the Original Merger Agreement (the “Revised Proposal”) became made to the unique committee (the “Special Committee”) of I’s Board of Directors (the “Board”) in a letter from Mr. Ray Ruiping Zhang, eHi’s Chairman and CEO, dated January 23, 2019.
The Revised Proposal indicated, among other things, that Mr. Zhang, collectively with different contributors of the consortium below the Original Merger Agreement, which covered, among others, sure affiliates of MBK Partners Fund IV, L.P., The Crawford Group, Inc. And Dongfeng Asset Management Co. Ltd. (collectively, the “Original Buyer Group”), concluded that the transactions provided for inside the Original Merger Agreement couldn’t be completed on the contemplated terms and that the Original Buyer Group became prepared to terminate the Original Merger Agreement until the Special Committee agreed to amend the phrases of the Original Merger Agreement.
Under the Original Merger Agreement terms, either the Company or Parent ought to terminate the Original Merger Agreement if the Merger contemplated using the Original Merger Agreement had not been finished using October 6, 2018. In the Revised Proposal, Mr. Zhang indicated to the Special Committee that participants of the Original Buyer Group have been in discussions with representatives of the competing customer consortium (the “Ocean Link Consortium”) comprising Ocean Imagination L.P. (“Ocean Link”), Ctrip Investment Holdings Ltd.
(“Ctrip”) and certain of their associates, regarding the terms on which the members of the Ocean Link Consortium would possibly agree to withdraw their competing proposal to collect all the shares of eHi not owned with their aid of them and to sign up for with sure participants of the Original Buyer Group to form an up to date consortium. Also, in the Revised Proposal, Mr. Zhang indicated that assuming a settlement can be reached between positive individuals of the Original Buyer Group and the Ocean Links Consortium: Mr. Zhang, positive affiliates of MBK Partners Fund IV, L.P., The Crawford Group, Inc., and Dongfeng Asset Management Co. Ltd.
Might be prepared to join and form an updated consortium with certain members of the Ocean Link Consortium (the “Updated Buyer Group”); individuals of the Ocean Link Consortium might contribute their Shares and ADSs to an affiliate of Parent as rollover fairness; certain associates of MBK Partners Fund IV, L.P. Together with The Crawford Group would drastically growth their present equity commitments, and Ocean Link might provide an extra fairness dedication, to fund the coins consideration to be paid inside the Merger contemplated under
The Revised Proposal, as a result of which the transactions contemplated beneath the Revised Proposal would be financed absolutely through fairness capital, inside the shape of coins contributions and rollover equity, and consequently no debt financing might be required. The adjustments to the composition of the Original Buyer Group and the terms of the Revised Proposal could offer improved final reality to all events and a sizable benefit to the unaffiliated protection holders of eHi.
The Special Committee evaluated the Revised Proposal with its financial and prison advisors’ assistance and negotiated the Amended Merger Agreement. The Company’s Board of Directors duly considered and decided that the entry into the Amended Merger Agreement was inside the Company’s significant interests and shareholders. The Board’s determination was made after receiving the unanimous advice of the Special Committee, which is unbiased.
Unaffiliated administrators worked intently with its impartial economic and criminal advisors to decide whether such transactions changed into the Company’s pleasant pastimes and its unaffiliated shareholders. In making those determinations, the Board and the Special Committee additionally considered the alternative of ultimately a standalone public employer. Concurrently with the Amended Merger Agreement’s execution, the individuals of the Updated Buyer Group, comprising positive associates of MBK Partners Fund IV, L.P., Ctrip, Ocean Link, Mr. Zhang, The Crawford Group, Inc.
And Dongfeng Asset Management Co. Ltd., entered into an Amended and Restated Interim Investors Agreement, an Amended and Restated Contribution and Support Agreement (“Amended Contribution and Support Agreement”), and various other ancillary agreements, pursuant to which, amongst other matters: the members of the Updated Buyer Group agreed to work together completely to put in force and consummate the transactions pondered through the Amended Merger Agreement, consisting of the Merger (as defined below), and use their reasonable high-quality efforts to motive the transactions contemplated by using the Amended Merger Agreement to be consummated as right away as practicable following the date of the Amended Merger Agreement; participants of the Ocean Link Consortium agreed to withdraw, and quit all discussions, negotiations and agreements with respect to, their competing offer; and sure present shareholders of the Company, which includes L & L Horizon, LLC, an affiliate of Mr. Zhang, The Crawford Group, ICG Holdings 1, LLC, ICG Holdings 2, LLC, Dongfeng Asset Management Co. Ltd., Ctrip and CDH Car Rental Service Limited (together, the “Rollover Shareholders”), agreed (i) to vote all of their respective Shares in favor of the authorization and approval of the Amended Merger Agreement and the Merger (and towards any competing proposal) and (ii) to make a contribution their respective Shares in trade for newly issued stocks of Holdco. Upon the phrases and concern to the conditions of the Amended Merger Agreement, at the powerful time of the Merger (the “Effective Time”), Merger Sub will merge with and into the Company, with the Company surviving the Merger because the surviving corporation (the “Surviving Company”) beneath Cayman Islands law (the “Merger”), and every Share issued and super right now before the Effective Time might be canceled and an end to existing in exchange for the proper to receive coins consideration equal to US$6.
A hundred twenty five consistent with Share, and each ADS issued and exceptional without delay prior to the Effective Time will be cancelled and quit to exist in exchange for the proper to acquire cash attention of US$12.25 per ADS, in each case, with out interest and internet of any applicable withholding taxes, except for (i) positive Shares (the “Rollover Shares”) held by means of the Rollover Shareholders, (ii) Shares (which includes Shares represented by way of ADSs) held immediately previous to the Effective Time by way of Parent, the Company or any in their subsidiaries or via the Company’s ADS depositary and reserved for destiny issuance underneath the Company’s proportion incentive plan, which Shares can be canceled without price of any consideration, and (iii) Shares held by holders who have validly exercised and not successfully withdrawn or lost their rights to dissent from the Merger in accordance with Section 238 of the Companies Law of the Cayman Islands, which Shares might be canceled at the Effective Time of the Merger for the right to receive the fair value of such Shares determined according to with the provisions of Section 238 of the Companies Law of the Cayman Islands. The Rollover Shares will no longer be canceled at the Effective Time and will continue as regular Surviving Company stocks. If and while completed, the Merger will bring about the Company becoming a privately-held organization that is 100% owned via Parent to be beneficially owned by way of the Updated Buyer Group.
The Merger will also result in the Company’s ADSs not being listed on the New York Stock Exchange. The ADSs and the Company’s Class A not outstanding stocks represented using the ADSs not being registered under Section 12 of the Securities Exchange Act of 1934. The Merger’s closing is expected to arise all through the primary or second sector of 2019. It is a problem to the satisfaction or waiver of the remaining conditions set forth within the Amended Merger Agreement, including receipt of needful approval of the Company’s shareholders.
The Amended Merger Agreement and the Merger need to be authorized and accepted through (i) a shareholders’ unique resolution accepted by using the affirmative vote of holders of shares representing at least -thirds of the voting strength of the Shares gift and vote casting in person or through a proxy as a single magnificence at an incredible popular assembly of the Company’s shareholders, (ii) a shareholders’ decision permitted with the aid of the affirmative vote of holders of shares representing a majority of the combination voting electricity of the Shares and (iii) a shareholders’ resolution approved by the affirmative vote of holders of a majority of the full wonderful Class A commonplace stocks of the Company.
Under the Amended Contribution and Support Agreement’s phrases, the Rollover Shareholders have agreed to vote all in their respective Shares in want of the authorization and approval of the Amended Merger Agreement and the Merger. As of the date of the Amended Merger Agreement, the Rollover Shareholders beneficially personal within the aggregate Shares and ADSs, which represent in combination about 47.70% of the issued and extremely good, not unusual shares of the Company and 77.96% of the extraordinary voting power of the Company.
Concurrently with the execution of the Amended Merger Agreement, the Company, sure contributors of the Original Buyer Group, and members of the Ocean Link Consortium entered into a Global Settlement Agreement according to which every one of the events to it has agreed to withdraw and release its existing claims against every different party to it in connection with its current disputes within the courts of the Cayman Islands and arbitration in Hong Kong, aside from positive reserved fees claims. Concern to the consummation of the Merger, to withdraw and launch such secured fees claims. Members of the Ocean Link Consortium issued a observation to the Board dated February 19, 2019, starting their proposal to accumulate all amazing Shares of the Company now not owned by using them.
In mild of the Amended Merger Agreement, the Company, together with various individuals of the Updated Buyer Group, are required to prepare updated filings with America Securities and Exchange Commission (“SEC”), which includes an amended transaction declaration on Schedule 13E-three (the “Transaction Statement”) to be filed with the SEC via the Company and positive submitting humans in connection with the Merger, and the well-known shows to the Transaction Statement, including the proxy announcement (the “Proxy Statement”) referring to the Amended Merger Agreement and the transactions contemplated thereunder. Further details regarding the Board and the Special Committee’s consideration of the Amended Merger Agreement, the Merger, and associated transactions could be outlined in the Transaction and Proxy Statement.
These files will be mailed to shareholders and filed with or furnished to the SEC. SHAREHOLDERS, ADS HOLDERS, AND OTHER INVESTORS ARE URGED TO READ THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER, THE COMPANY, THE PARTIES TO THE AMENDED MERGER AGREEMENT, AND RELATED MATTERS.