BlueCity Holdings Limited (“BlueCity” or the “Company”) (NASDAQ:
BLCT), a leading online LGBTQ platform, today announced it has
called an extraordinary general meeting of shareholders (the
“EGM”), to be held on July 29, 2022 at 10:00 a.m. (Beijing time),
at Block 2 Tower B, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang
District, Beijing 100022, People’s Republic of China, to consider
and vote on, among other things, the proposal to authorize and
approve the previously announced Agreement and Plan of Merger (the
“Merger Agreement”), dated as of April 30, 2022, among the Company,
Multelements Limited (the “Parent”), and Diversefuture Limited, a
wholly-owned subsidiary of Parent (the “Merger Sub”), pursuant to
which the Merger Sub will be merged with and into the Company, with
the Company being the surviving company and becoming a wholly-owned
subsidiary of Parent (the “Merger”), the plan of merger required to
be filed with the Registrar of Companies of the Cayman Islands (the
“Plan of Merger”) and the consummation of the transactions
contemplated thereby, including the Merger.
Upon consummation of the Merger, the Company would become a
privately held company, and its American depositary shares (each
two of which representing one Class A ordinary shares of the
Company, par value US$0.0001 per share) (the “ADSs”) would no
longer be listed or traded on the Nasdaq Global Market, and the
Company’s ADS program would be terminated. In addition, the
Company’s ADSs and Class A ordinary shares represented by the ADSs
would cease to be registered under Section 12 of the Securities
Exchange Act of 1934 following the consummation of the Merger.
The Company’s board of directors (the “Board”), acting upon the
unanimous recommendation of a committee of independent directors
established by the Board, approved the execution, delivery and
performance of the Merger Agreement, the Plan of Merger and the
consummation of the transactions contemplated thereby, including
the Merger, and resolved to recommend that the Company’s
shareholders and ADS holders vote FOR, among other things, the
proposal to authorize and approve the execution, delivery and
performance of the Merger Agreement, the Plan of Merger and the
consummation of the transactions contemplated thereby, including
the Merger.
Shareholders of record as of 10:00 a.m. (New York City
time) on July 15, 2022 will be entitled to attend and vote at the
EGM and any adjournment thereof. ADS holders as of the close of
business in New York City on June 23, 2022 will be entitled to
instruct Deutsche Bank Trust Company Americas, the ADS depositary,
to vote the Class A ordinary shares represented by the ADSs at the
EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the definitive proxy statement attached as Exhibit
(a)-(1) thereto, as amended, filed with the U.S. Securities and
Exchange Commission (the “SEC”), which can be obtained, along with
other filings containing information about the Company, the
proposed merger and related matters, without charge, from the SEC’s
website www.sec.gov. In addition, the Company’s proxy
materials (including the definitive proxy statement) will be mailed
to the Company’s shareholders.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS.
The Company and certain of its directors and executive officers
may, under SEC rules, be deemed to be “participants” in the
solicitation of proxies from the shareholders with respect to the
proposed Merger. Information regarding the persons who may be
considered “participants” in the solicitation of proxies is set
forth in the Schedule 13E-3 transaction statement relating to the
proposed Merger and the definitive proxy statement attached
thereto. Further information regarding persons who may be deemed
participants, including any direct or indirect interests they may
have, is also set forth in the definitive proxy statement.
This announcement is for information purposes only and does not
constitute an offer to purchase or the solicitation of an offer to
sell any securities or a solicitation of any proxy, vote or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About BlueCity Holdings Limited
BlueCity (NASDAQ: BLCT) is a world-leading online LGBTQ
community providing a comprehensive suite of services to foster
connections and enhance the wellbeing of the LGBTQ community. The
company fulfills both the daily and lifelong needs of its members
through a wide range of targeted and tailored services, including
social networking, livestreaming and health-related services. With
commitment to providing high-quality user experience, ensuring
privacy protection, and promoting community health and well-being,
BlueCity has captured the hearts and minds of LGBTQ people across
the globe. Available in 13 languages, BlueCity’s mobile app Blued
has connected more than 60 million registered users in about 170
countries and regions.
Safe Harbor Statement
This press release contains statements that express the
Company’s current opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or
future results and therefore are, or may be deemed to be,
“forward-looking statements” within the meaning of
the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as “if,” “will,” “expected” and similar
statements. Forward-looking statements involve inherent risks,
uncertainties and assumptions. Risks, uncertainties and assumptions
include: uncertainties as to how the Company’s shareholders will
vote at the meeting of shareholders; the possibility that competing
offers will be made; the possibility that financing may not be
available; the possibility that various closing conditions for the
transaction may not be satisfied or waived; and other risks and
uncertainties discussed in documents filed with
the SEC by the Company, as well as the Schedule 13E-3
transaction statement and the proxy statement filed by the Company.
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:
In China:
BlueCity Holdings LimitedInvestor RelationsPhone: +86
10-5876-9662Email: ir@bluecity.com
The Blueshirt GroupMs. Ally WangPhone: +86 139-0106-6802Email:
ally@blueshirtgroup.com
In the United States:
The Blueshirt GroupMs. Julia QianPhone: +1 973-619-3227Email:
Julia@blueshirtgroup.com
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