China Index Holdings Announces Receipt of Non-Binding “Going Private” Proposal
According to the Proposal Letter, the Proposing Buyer intends to finance the proposed acquisition with cash on hand. A copy of the Proposal Letter is attached hereto as Annex A.
The Board intends to form a special committee of independent and disinterest directors to consider the proposed transaction and make a recommendation to the Board. The Board expects that the special committee will retain independent legal and financial advisors to assist in its review of the proposed transaction.
The Board cautions the Company’s shareholders and others considering trading the Company’s securities that the Board has just received the Proposal Letter and has not had an opportunity to carefully review and evaluate the proposal or make any decision with respect to the Company’s response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
CIH operates a leading real estate information and analytics service platform in
Fang operates a leading real estate Internet portal in
Safe Harbor Statements
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. Such forward-looking statements are made under the “safe harbor” provisions of the
All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the approval and the consummation of the potential transaction contemplated by the Proposal Letter or any alternative transaction. These forward-looking statements can be identified by terminology such as “will,” “expects,” “is expected to,” “anticipates,” “aim,” “future,” “intends,” “plans,” “believes,” “are likely to,” “estimates,” “may,” “should” and similar expressions. Forward-looking statements involve inherent risks and uncertainties and are based on current expectations, assumptions, estimates and projections about CIH and the industry, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond CIH’s control, which may cause its actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in CIH’s filings with the
Board of Directors (the “Board”)
Tower A, No.
Dear Members of the Board:
Our proposed purchase price represents a premium of 20.0% to the closing price of the ADS on
As you know, we currently own in aggregate approximately 10.1% of all the issued and outstanding Class A Shares and approximately 47.0% of all the issued and outstanding Class
None of the Company’s directors who are affiliated with us will participate in the consideration of our proposal by the Company, the special committee or the special committee’s advisors.
We currently intend that following completion of the proposed transaction, the Company’s business will continue to be run in a manner that is generally consistent with its current operations.
Given our knowledge of the Company, we are in a position to complete the transaction in an expedited manner and to promptly enter into discussions regarding a merger agreement with the special committee and its advisors providing for the acquisition of the remaining Shares that are not currently owned by us. We expect that the merger agreement will provide for representations, warranties, covenants and conditions that are typical, customary and appropriate for transactions of this type. We intend to fund the proposed transaction with cash on hand. Accordingly, our proposal would not be subject to any uncertainty or delay with respect to any debt financing, and the proposed transaction will not be subject to a financing condition.
We have engaged O’Melveny & Myers LLP as our legal advisor for the proposed transaction.
Due to our obligations under the securities laws, we intend to timely file a Schedule 13D amendment with the
This letter constitutes only a preliminary indication of our interest and does not constitute any binding commitment with respect to the transactions proposed in this letter or any other transaction. No agreement, arrangement or understanding between us and the Company relating to any proposed transaction will be created until such time as definitive documentation has been executed and delivered by us and the Company and all other appropriate parties.
We believe that our proposal represents an attractive opportunity for the Company’s shareholders to receive a significant premium to the current and recent prices of the ADSs. We welcome the opportunity to meet with the special committee and/or its advisors to discuss our proposal.
Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.
[signatures page follows]
/s/ Jiangong Dai
Name:Richard Jiangong Dai
Title: Chairman of the Board
For investor and media inquiries, please contact: Ms.
Jessie YangInvestor Relations Email: CIH-IR@fang.com
China Index Holdings Limited