Share Purchase Agreement Template Hong Kong This Is Why Share Purchase Agreement Template Hong Kong Is So Famous!
BEIJING, June 15, 2020 /PRNewswire/ — 58.com Inc. (NYSE: WUBA) (“58.com” or the “Company”), China’s better online classifieds marketplace, today appear that it has entered into a absolute Acceding and Plan of Merger (the “Merger Agreement”) with Quantum Bloom Group Ltd, an exempted aggregation with bound accountability congenital beneath the law of the Cayman Islands (“Parent”) and Quantum Bloom Aggregation Ltd, an exempted aggregation with bound accountability congenital beneath the law of the Cayman Islands and a wholly-owned accessory of Parent (“Merger Sub”), pursuant to which, and accountable to the acceding and altitude thereof, Merger Sub will merge with and into the Aggregation with the Aggregation actuality the absolute aggregation and acceptable a wholly-owned accessory of Parent (the “Merger”), in a transaction implying an disinterestedness bulk of the Aggregation of about US$8.7 billion in which the Aggregation will be acquired by a bunch of investors (the “Consortium”).
Pursuant to the acceding of the Merger Agreement, at the able time of the Merger (the “Effective Time”), anniversary Chic A accustomed share, par bulk US$0.00001 per share, of the Aggregation (each, a “Class A Accustomed Share,” calm with anniversary Chic B accustomed share, par bulk US$0.00001 per share, of the Company, anniversary a “Share”) issued, outstanding and not represented by American depositary shares of the Aggregation (each, an “ADS,” apery two Chic A Accustomed Shares) anon above-mentioned to the Able Time, added than the Excluded Shares and the Dissenting Shares (each as authentic in the Merger Agreement), will be annulled and cease to exist, in barter for the appropriate to accept US$28.00 in banknote after interest, and anniversary outstanding ADS, added than the ADSs apery the Excluded Shares, calm with anniversary Allotment represented by such ADSs, will be annulled in barter for the appropriate to accept US$56.00 in banknote after absorption (the “Merger Consideration”).
At the Able Time, anniversary (i) advantage to acquirement Shares that shall accept become vested or is accepted to belong on or above-mentioned to December 31, 2020 and charcoal outstanding on the closing date of the Merger (the “Vested Aggregation Option”) will be cancelled, and anniversary holder of a Vested Aggregation Advantage will accept the appropriate to accept an bulk in banknote bent by adding (x) the excess, if any, of US$28.00 over the applicative exercise bulk of such Vested Aggregation Advantage by (y) the cardinal of Chic A Accustomed Shares basal such Vested Aggregation Option; (ii) advantage to acquirement Shares which is not a Vested Aggregation Advantage (the “Unvested Aggregation Option”) will be annulled in barter for an agent allurement accolade pursuant to acceding and altitude to be bent by Parent in accordance with the Company’s 2010 Stock Advantage Plan and 2013 Allotment Allurement Plan collectively, anniversary as adapted and restated (the “Company Allotment Plans”) and the accolade acceding with account to such Unvested Aggregation Option; (iii) belted allotment assemblage that shall accept become vested or is accepted to belong on or above-mentioned to December 31, 2020 and charcoal outstanding on the closing date of the Merger (the “Vested Aggregation RSU”) will be cancelled, and anniversary holder of a Vested Aggregation RSU will accept the appropriate to accept an bulk in banknote bent by adding (x) US$28.00 by (y) the cardinal of Chic A Accustomed Shares basal such Vested Aggregation RSU; and (iv) belted allotment assemblage which is not a Vested Aggregation RSU (the “Unvested Aggregation RSU”) will be annulled in barter for an agent allurement accolade pursuant to acceding and altitude to be bent by Parent in accordance with the Aggregation Allotment Plans and the accolade acceding with account to such Unvested Aggregation RSU.
The Merger Consideration represents a exceptional of 19.9% to the closing bulk of the Company’s ADSs on April 1, 2020, the aftermost trading day above-mentioned to the Company’s advertisement of its cancellation of the aboriginal “going-private” proposal, and a exceptional of 19.2% to the volume-weighted boilerplate closing bulk of the Company’s ADSs during the aftermost 15 agenda canicule above-mentioned to its cancellation of the aboriginal “going-private” proposal.
The Bunch includes Warburg Pincus Asia LLC (together with its affiliated advance entities, “Warburg Pincus”), General Atlantic Singapore Armamentarium Pte. Ltd. (together with its affiliated advance entities, “General Atlantic”), Ocean Link Partners Bound (together with its affiliated advance entities, “Ocean Link”), Mr. Jinbo Yao, administrator of the lath of admiral (the “Board”) and Chief Executive Officer of the Company, and Internet Opportunity Armamentarium LP, an article controlled by Mr. Jinbo Yao.
The Bunch intends to armamentarium the Merger through a accumulated of, banknote contributions from the investors pursuant to disinterestedness allegation letters, rollover disinterestedness contributions from assertive shareholders of the Company, and the gain from assertive committed appellation accommodation accessories in an accumulated bulk up to US$3,500,000,000 from Shanghai Pudong Development Bank Co., Ltd. Shanghai Branch and added arrangers and underwriters to be appointed by the Consortium.
The Company’s Board, acting aloft the accepted advocacy of a board of absolute and aloof admiral accustomed by the Lath (the “Special Committee”), accustomed the Merger Acceding and the Merger. The Special Board adjourned the acceding of the Merger Acceding with the abetment of its absolute banking and acknowledged advisors.
The Merger, which is currently accepted to abutting during the additional bisected of 2020, is accountable to accepted closing altitude including the approval of the Merger Acceding by an acknowledging vote of holders of Shares apery at atomic two-thirds of the voting ability of the Shares present and voting in being or by proxy as a distinct chic at a affair of the Company’s shareholders which will be convened to accede the approval of the Merger Acceding and the Merger. Mr. Jinbo Yao (together with an article through which Mr. Yao beneficially owns Shares) and General Atlantic Singapore 58 Pte. Ltd. accept agreed to vote all of the Shares and ADSs they beneficially own, which represent about 44% of the voting rights absorbed to the absolute outstanding Shares of the Aggregation as of the date of the Merger Agreement, in favor of the allotment and approval of the Merger Acceding and the Merger. If completed, the Merger will aftereffect in the Aggregation acceptable a privately-held aggregation and its ADSs will no best be listed on the New York Stock Exchange.
Houlihan Lokey (China) Bound is confined as banking adviser to the Special Committee; Fenwick & West LLP is confined as U.S. acknowledged admonition to the Special Committee; Skadden, Arps, Slate, Meagher & Flom LLP is confined as U.S. acknowledged admonition to the Company; Han Kun Law Offices is confined as PRC acknowledged admonition to the Company; and Conyers Dill & Pearman is confined as Cayman Islands acknowledged admonition to the Company.
Wilson Sonsini Goodrich & Rosati, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Kirkland & Ellis LLP and Weil, Gotshal & Manges LLP are confined as all-embracing co-counsels to the Consortium. Fangda Partners is confined as PRC acknowledged admonition to the Consortium. Maples and Calder (Hong Kong) LLP is confined as Cayman Islands acknowledged admonition to the Consortium.
Additional Advice About the Merger
The Aggregation will accouter to the U.S. Securities and Barter Commission (the “SEC”) a accepted address on Form 6-K apropos the Merger, which will accommodate as an display thereto the Merger Agreement. All parties acquisitive capacity apropos the Merger are apprenticed to analysis these documents, which will be accessible at the SEC’s website (http://www.sec.gov).
In affiliation with the Merger, the Aggregation will adapt and mail a Schedule 13E-3 Transaction Account (the “Schedule 13E-3”). The Schedule 13E-3 will be filed with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, AND RELATED MATTERS. In accession to accepting the Schedule 13E-3 by mail, shareholders additionally will be able to access these documents, as able-bodied as added filings absolute advice about the Company, the Merger, and accompanying matters, after allegation from the SEC’s website (http://www.sec.gov).
About 58.com Inc.
58.com Inc. (NYSE: WUBA) operates China’s better online classifieds marketplace, as abstinent by account different visitors on both its www.58.com website and adaptable applications. The Company’s online barter enables bounded business users and customer users to connect, allotment advice and conduct business. 58.com’s broad, all-embracing and high-quality bounded information, accumulated with its easy-to-use website and adaptable applications, has fabricated it a trusted barter for consumers. 58.com’s able cast recognition, ample and growing user base, merchant arrangement and massive database of bounded advice actualize a able arrangement effect. For added advice on 58.com, amuse appointment http://www.58.com.
Safe Harbor Statements
This columnist absolution contains advanced statements fabricated beneath the “safe harbor” accoutrement of the U.S. Private Securities Litigation Reform Act of 1995. These advanced statements can be articular by analogue such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and agnate statements. Any statements that are not absolute facts, including statements about 58.com’s behavior and expectations, are advanced statements that absorb factors, risks and uncertainties that could account absolute after-effects to alter materially from those in the advanced statements. Such factors and risks include, but not bound to the following: uncertainties as to how the Company’s shareholders will vote at the affair of shareholders; the achievability that aggressive offers will be made; the achievability that costs may not be available; the achievability that assorted closing altitude for the transaction may not be annoyed or waived; and added risks and uncertainties discussed in abstracts filed with the SEC by the Company, as able-bodied as the Schedule 13E-3 transaction account and the proxy account to be filed by the Company. Further advice apropos these and added risks, uncertainties or factors is included in the Company’s filings with the SEC. All advice provided in this columnist absolution is accepted as of the date of the columnist release, and 58.com does not undertake any obligation to amend such information, except as appropriate beneath applicative law.
For added information, amuse contact:
58.com [email protected]
In ChinaMr. Christian ArnellPhone: 86-10-5900-1548E-mail: [email protected]
In USMs. Linda BergkampPhone: 1-480-614-3004E-mail: [email protected]
View aboriginal content:http://www.prnewswire.com/news-releases/58com-enters-into-a-definitive-agreement-for-going-private-transaction-301076828.html
SOURCE 58.com Inc
Share Purchase Agreement Template Hong Kong This Is Why Share Purchase Agreement Template Hong Kong Is So Famous! – share purchase agreement template hong kong
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