SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
CHINA REAL ESTATE INFORMATION CORPORATION
(Name of the Issuer)
CHINA REAL ESTATE INFORMATION CORPORATION
E-HOUSE (CHINA) HOLDINGS LIMITED
CRIC (CHINA) HOLDINGS LIMITED
(Names of Person(s) Filing Statement)
Ordinary Shares, par value $0.0002 per share
(Title of Class of Securities)
16948Q103
(CUSIP Number of Class of Securities)
Bin Laurence
Chief Financial Officer
China Real Estate Information Corporation
No. 383 Guangyan Road
Shanghai, PRC 200072
Peoples Republic of China
Phone: +86 21 6086 7500
Facsimile: +86 21 6086 7111
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Li-Lan Cheng
Chief Financial Officer
17/F, Merchandise Harvest Building (East)
No. 333 North Chengdu Road
Shanghai, PRC 200041
Peoples Republic of China
Phone:
+86 21 6133 0808
Facsimile: +86 21 6133 0707
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
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With copies to
David Roberts, Esq.
Ke Geng, Esq.
OMelveny & Myers LLP
Yin Tai Centre, Office Tower, 37th Floor,
No. 2 Jianguomenwai Ave.
Chao Yang District, Beijing 100022, China
Phone: +86 10 6563 4200
Facsimile: +86 6563 4201
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Gregory Puff, Esq.
Brian Wheeler, Esq.
Shearman & Sterling LLP
12/F, Gloucester Tower, The Landmark,
15 Queens Road, Central
Hong Kong
Phone: +852 2978 8000
Facsimile: +852 2140 0382
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Lee Edwards, Esq.
Shearman & Sterling LLP
12/F, East Tower, Twin Towers
B-12 Jianguomenwai Dajie
Beijing 100022
Peoples Republic of China
Phone: +86 10 5922 8001
Facsimile: +86 10 6563 6001
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Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queens Road, Central
Hong Kong
Phone: +852 3740 4700
Facsimile: +852 3740 4727
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This statement is filed in connection with (check the appropriate box):
a.
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o
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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x
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The filing of a registration statement under the Securities Act of 1933.
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c.
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o
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A tender offer.
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d.
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o
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
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o
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Check the following box if the filing is a final amendment reporting the results of the transaction:
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o
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Calculation of Filing Fee
Transaction Valuation
(1)
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Amount of Filing Fee
(2)
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$180,954,628.92
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$20,737.40
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(1)
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For purposes of calculating the filing fee only, the transaction value was determined as follows:
(1)
38,665,519, the
maximum number of ordinary shares of E-House (China) Holdings Limited,
par value $0.001 per share
(E-House shares) expected to be offered and sold in E-House (China) Holdings Limiteds registered offering and a portion of the E-House shares that are to be offered and sold outside of the United States in the Regulation S offering that may be resold from time to time in the United States or to U.S. persons, multiplied by
(2)
$4.68, the average of the high and low prices of the American depositary shares of China Real Estate Information Corporation (CRIC ADSs), each CRIC ADS representing one ordinary share of China Real Estate Information Corporation, par value $0.0002 per share, on the NASDAQ Global Market on January 12, 2012. On January
13
, 2012, E-House (China) Holdings Limited registered the E-House shares described in the preceding sentence with the Securities and Exchange Commission on a registration statement on Form F-4 (Registration No. 333-179004).
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(2)
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Calculated by multiplying the transaction value calculated in accordance with (1) above of $180,954,628.92 by 0.00011460.
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x
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Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$20,737.40
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Form or Registration No.:
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Registration Statement on Form F-4 (Registration No. 333-179004)
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Filing Party:
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E-House (China) Holdings Limited
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Date Filed:
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January
13
, 2012
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INTRODUCTION
This Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the Transaction Statement), is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder, by China Real Estate Information Corporation (CRIC), a corporation incorporated under the laws of the Cayman Islands with limited liability, E-House (China) Holdings Limited (E-House), a corporation incorporated under the laws of the Cayman Islands with limited liability, and CRIC (China) Holdings Limited (Merger Sub and, together with CRIC and E-House, the Filing Persons), a corporation incorporated under the laws of the Cayman Islands with limited liability and a direct wholly owned subsidiary of E-House. CRIC is the issuer of the equity securities that are the subject of the Rule 13e-3 transaction reported hereby.
This Transaction Statement relates to the agreement and plan of merger, dated December 28, 2011 (as it may be amended from time to time, the Merger Agreement), by and among E-House, Merger Sub and CRIC, and the related plan of merger (the Plan of Merger) between CRIC and Merger Sub, which is included as Appendix 1 to the Merger Agreement. If the conditions to closing set forth in the Merger Agreement are either satisfied or waived, Merger Sub will merge with and into CRIC (the Merger), with CRIC continuing as the surviving company after the Merger and the separate corporate existence of Merger Sub ceasing. At the effective time of the Merger:
·
each outstanding ordinary share of CRIC, par value $0.0002 per share (CRIC share) will be cancelled in consideration of the right to receive (1) cash in the amount of $1.75, without interest, and (2) 0.6 of an ordinary share of an E-House share, par value $0.001 per share (E-House share); and
·
each outstanding CRIC American depositary share (CRIC ADS), each CRIC ADS representing one CRIC share, will be cancelled in consideration of the right to receive (1) cash in the amount of $1.75, without interest (less a 5¢ per CRIC ADS cancellation fee payable by holders of CRIC ADSs), and (2) 0.6 of an E-House American depositary share (E-House ADS). Each E-House ADS represents one E-House share.
provided that,
·
each CRIC share and each CRIC ADS issued and outstanding that is (1) beneficially owned by E-House, Merger Sub, or any wholly owned subsidiaries of CRIC, (2) issued to CRICs depositary and reserved for future grants under CRICs share incentive plan, or (3) repurchased and held by CRIC in treasury either in the form of ordinary share or ADS (collectively, the Excluded CRIC Shares) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor; and
·
each CRIC share owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Companies Law will be cancelled for the appraised or agreed value under the Cayman Companies Law.
Following the completion of the Merger, CRICs ADSs will no longer be publicly traded on the NASDAQ Global Market and CRIC ADS holders and CRIC shareholders will cease to have any ownership interest in CRIC.
Concurrently with the filing of this Transaction Statement, E-House is filing with the SEC a registration statement on Form F-4, which includes a preliminary prospectus of E-House relating to the E-House shares to be offered as consideration in the Merger and which also functions as a proxy statement of CRIC under Cayman Islands law in relation to the extraordinary general meeting of shareholders of CRIC (the EGM), at which shareholders of CRIC will be asked to approve the Merger Agreement and the Plan of Merger. The proxy statement/prospectus is referred to herein as the Proxy Statement/Prospectus. A copy of the Merger Agreement is
attached to the Proxy Statement/Prospectus as Annex A thereof and a copy of the Plan of Merger is attached as Appendix 1 of Annex A to the Proxy Statement/Prospectus, and each of the Merger Agreement and the Plan of Merger are incorporated herein by reference. In order for the Merger to be completed, the Merger Agreement and the Plan of Merger must be approved by (1) a special resolution of CRIC passed by an affirmative vote of shareholders representing two-thirds or more of the CRIC shares present and voting in person or by proxy as a single class at the EGM authorizing the Plan of Merger and approving and adopting the Merger Agreement and (2) an affirmative vote of shareholders holding a majority of the issued and outstanding CRIC shares (other than the Excluded CRIC Shares).
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement/Prospectus of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement/Prospectus, including all appendices thereto, is incorporated in its entirety herein by reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement/Prospectus and the annexes thereto. As of the date hereof, the Proxy Statement/Prospectus is in preliminary form and is subject to completion or amendment. The information contained in this Transaction Statement concerning E-House and Merger Sub has been provided by E-House, and CRIC shall not be responsible for the accuracy of any such information, and the information contained in this Transaction Statement concerning CRIC has been provided by CRIC, and neither E-House nor Merger Sub shall be responsible for the accuracy of any such information.
Item 1. Summary Term Sheet.
The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
Summary
Questions and Answers About the Merger and the Extraordinary General Meeting
Item 2. Subject Company Information.
(a)
Name and Address
. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:
SummaryThe CompaniesChina Real Estate Information Corporation
Securities
. The class of securities to which this Transaction Statement relates is CRICs ordinary shares, par value $0.0002 per share, of which 140,382,506 shares were issued and outstanding as of January 13, 2012, excluding CRIC shares which have been issued to the CRIC depositary and reserved for future grants under the CRIC share incentive plan.
(b)
Trading Market and Price
. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:
SummaryComparative Market Price and Dividend Information
(c)
Dividends
. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:
SummaryComparative Market Price and Dividend Information
CRIC is a holding company which carries out its business through its subsidiaries and consolidated affiliated entities. As a holding company, CRIC relies principally on dividends from its PRC subsidiaries for its cash requirements, including any payment of dividends to its shareholders. PRC regulations may restrict the ability of CRICs subsidiaries to pay dividends to CRIC. Further, the amount of dividends paid by certain of CRICs PRC subsidiaries to CRIC depends on the service fees these PRC subsidiaries collect from certain of CRICs consolidated affiliated entities under service agreements. For more information on the PRC regulations on dividend distributions, see Important Information Regarding CRICBusiness OverviewRegulationRegulations on Dividend Distributions in the Proxy Statement/Prospectus. For more details on the contractual arrangements between
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CRICs subsidiaries and consolidated affiliated entities, see Related Party TransactionsCRIC Related Party TransactionsContractual Arrangements with Tian Zhuo in the Proxy Statement/Prospectus.
(d)
Prior Public Offerings.
The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:
Important Information Regarding CRICTransactions in the CRIC Shares and CRIC ADSsCRICs Initial Public Offering and the 2009 Merger
(f)
Prior Stock Purchases
. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:
Important Information Regarding CRICTransactions in the CRIC Shares and CRIC ADSsCRIC Share Repurchase Program
Important Information Regarding CRIC-Transactions in the CRIC Shares and CRIC ADSs-Purchases of CRIC ADSs or CRIC Shares by E-House or Merger Sub in the Past Two Years
Item 3. Identity and Background of Filing Person.
(a)
Name and Address
. CRIC is the issuer of the equity securities that are the subject of the Rule 13e-3 transaction reported hereby.
E-House is an affiliate of CRIC as E-House owns approximately 54.1% of the outstanding CRIC shares as of January
13
, 2012. Additionally, Mr. Xin Zhou, executive chairman of the board of directors of E-House, also serves as co-chairman of the board of directors of CRIC and the chief executive officer for CRIC.
The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:
SummaryThe Companies
(b)
Business and Background of Entities
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryThe Companies
Important Information Regarding CRICDirectors and Executive Officers of CRIC
Important Information Regarding E-House and Merger SubCertain Information Regarding E-House and Merger Sub
(c)
Business and Background of Natural Persons
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
Important Information Regarding CRICDirectors and Executive Officers of CRIC
Important Information Regarding E-House and Merger SubCertain Information Regarding E-House and Merger Sub
Item 4. Terms of the Transaction.
(a)
Material Terms.
(1) Not applicable.
(2) (i) The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
Summary
3
Questions and Answers About the Merger and the Extraordinary General Meeting
(2)(ii) The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryMerger Consideration
Questions and Answers About the Merger and the Extraordinary General Meeting
The Merger Agreement, the Plan of Merger and the MergerMerger Consideration
The Merger Agreement, the Plan of Merger and the MergerTreatment of CRIC Share Options and Restricted Shares
(2)(iii) The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryE-House Reasons for the Merger
SummaryReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Special FactorsBackground of the Merger
Special FactorsE-House Reasons for the Merger
Special FactorsReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
(2)(iv) The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryThe Extraordinary General Meeting of CRIC ShareholdersVote Required; E-House Ownership
Questions and Answers About the Merger and the Extraordinary General Meeting
The Extraordinary General Meeting of CRIC ShareholdersVote Required; Ownership of CRIC Shares and ADSs by E-House and Directors and Executive Officers of CRIC
(2)(v) The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
Description of the E-House SharesComparison of Rights of E-House and CRIC Shareholders
Description of the E-House American Depositary SharesComparison of Rights of E-House and CRIC American Depositary Share Holders
(2)(vi) The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryAccounting Treatment
Unaudited Pro Forma Condensed Consolidated Financial InformationNotes to the Unaudited Pro Forma Condensed Consolidated Financial Information
Special FactorsAccounting Treatment
(2)(vii) The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryMaterial Tax Consequences of the Merger
Material United States Federal Income Tax Consequences of the Merger
4
Material PRC Income Tax Consequences of the Merger
Material Cayman Islands Tax Consequences of the Merger
(c)
Different Terms
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
Questions and Answers About the Merger and the Extraordinary General Meeting
Special FactorsInterests of CRICs Directors and Executive Officers in the Merger
The Merger Agreement, the Plan of Merger and the MergerTreatment of CRIC Share Options and Restricted Shares
Annex A: Merger Agreement
(d)
Appraisal Rights
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryAppraisal Rights
Questions and Answers About the Merger and the Extraordinary General Meeting
Special FactorsAppraisal Rights
Annex C: Section 238 of the Cayman Companies Law
(e)
Provisions for Unaffiliated Security Holders
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryAppraisal Rights
Special FactorsAppraisal Rights
(f)
Eligibility for Listing or Trading
.
SummaryConditions to the Completion of the Merger
Questions and Answers About the Merger and the Extraordinary General Meeting
The Merger Agreement, the Plan of Merger and the MergerListing of E-House ADSs
The Merger Agreement, the Plan of Merger and the MergerConditions to the Completion of the Merger
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a)(1)-(2)
Transactions.
The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:
Related Party Transactions
5
Important Information Regarding CRICTransactions in the CRIC Shares and CRIC ADSsCRIC Share Repurchase Program
(b)-(c)
Significant Corporate Events; Negotiations or Contacts
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsE-House Reasons for the Merger
Special Factors Reasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Special FactorsInterests of CRICs Directors and Executive Officers in the Merger
The Merger Agreement, the Plan of Merger and the Merger
Annex A: Merger Agreement
(e)
Agreements Involving the Subject Companys Securities.
The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryThe Extraordinary General Meeting of CRIC Shareholders
Questions and Answers About the Merger and the Extraordinary General Meeting
The Extraordinary General Meeting of CRIC ShareholdersVote Required; Ownership of CRIC Shares and ADSs by E-House and Directors and Executive Officers of CRIC
The Extraordinary General Meeting of CRIC ShareholdersCRIC Shareholders and ADS Holders Entitled to Vote; Voting Materials
The Extraordinary General Meeting of CRIC ShareholdersVoting of Proxies, Failure to Vote and Discretionary Proxy of CRIC Under CRIC Deposit Agreement
The Merger Agreement, the Plan of Merger and the MergerShareholders Meeting
Special FactorsInterests of CRICs Directors and Executive Officers in the Merger
Important Information Regarding CRICTransactions in the CRIC Shares and CRIC ADSsCRIC Share Repurchase Program
Annex A: Merger Agreement
Item 6. Purposes of the Transaction and Plans or Proposals.
(b)
Use of Securities Acquired
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
Questions and Answers About the Merger and the Extraordinary General Meeting
SummaryMerger Consideration
Special FactorsEffects of the Merger on CRIC
6
The Merger Agreement, the Plan of Merger and the MergerMerger Consideration
Annex A: Merger Agreement
(c)(1)-(8)
Plans
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
Summary
Questions and Answers About the Merger and the Extraordinary General Meeting
Special FactorsBackground of the Merger
Special FactorsE-House Reasons for the Merger
Special FactorsReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Special FactorsEffects of the Merger on CRIC
Special FactorsInterests of CRICs Directors and Executive Officers in the Merger
The Merger Agreement, the Plan of Merger and the Merger
Annex A: Merger Agreement
Item 7. Purposes, Alternatives, Reasons and Effects.
(a)
Purposes
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryE-House Reasons for the Merger
SummaryReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Special FactorsBackground of the Merger
Special FactorsE-House Reasons for the Merger
Special FactorsReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
(b)
Alternatives
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsE-House Reasons for the Merger
Special FactorsPosition of E-House and Merger Sub Regarding Fairness of the Merger
Special FactorsReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Special FactorsEffects on CRIC if the Merger is not Completed
7
(c)
Reasons
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryE-House Reasons for the Merger
SummaryReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Special FactorsBackground of the Merger
Special FactorsE-House Reasons for the Merger
Special FactorsPosition of E-House and Merger Sub Regarding Fairness of the Merger
Special FactorsReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Special FactorsEffects of the Merger on CRIC
(d)
Effects
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryMaterial Tax Consequences of the Merger
Special FactorsBackground of the Merger
Special FactorsEffects of the Merger on CRIC
Special FactorsInterests of CRICs Directors and Executive Officers in the Merger
Special FactorsAppraisal Rights
Special FactorsEffects on CRIC if the Merger is not Completed
The Merger Agreement, the Plan of Merger and the Merger
Material United States Federal Income Tax Consequences of the Merger
Material PRC Income Tax Consequences of the Merger
Material Cayman Islands Tax Consequences of the Merger
Annex A: Merger Agreement
Item 8. Fairness of the Transaction.
(a)(b)
Fairness; Factors Considered in Determining Fairness.
The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryE-House Reasons for the Merger
SummaryReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
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Forward-Looking Statements
Special FactorsBackground of the Merger
Special FactorsE-House Reasons for the Merger
Special FactorsPosition of E-House and Merger Sub Regarding Fairness of the Merger
Special FactorsReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Special FactorsOpinion of Credit Suisse
Special FactorsInterests of CRICs Directors and Executive Officers in the Merger
Annex BOpinion of Credit Suisse
(c)
Approval of Security Holders
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryThe Extraordinary General Meeting of CRIC Shareholders
Questions and Answers About the Merger and the Extraordinary General Meeting
The Extraordinary General Meeting of CRIC ShareholdersVote Required; Ownership of CRIC Shares and ADSs by E-House and Directors and Executive Officers of CRIC
(d)
Unaffiliated Representative
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
Forward-Looking Statements
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Special FactorsOpinion of Credit Suisse
(e)
Approval of Directors
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Questions and Answers About the Merger and the Extraordinary General Meeting
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
(f)
Other offers
. None.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a) (b)
Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal.
The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryOpinion of Credit Suisse
Forward-Looking Statements
9
Special FactorsBackground of the Merger
Special FactorsPosition of E-House and Merger Sub Regarding Fairness of the Merger
Special FactorsReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Special FactorsOpinion of Credit Suisse
Annex BOpinion of Credit Suisse
(c)
Availability of Documents.
The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:
Where You Can Find More Information
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of CRIC or E-House, during their regular business hours by any interested CRIC or E-House shareholder or a representative thereof, and copies may be obtained by requesting them in writing.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) (b)
Source of Funds; Conditions.
The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryFinancing of the Merger
Special FactorsFinancing of the Merger
The Merger Agreement, the Plan of Merger and the MergerMerger Consideration
Annex A: Merger Agreement
(c)
Expenses.
The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryFees and Expenses
Special FactorsFees and Expenses Relating to the Merger
The Merger Agreement, the Plan of Merger and the MergerFees and Expenses
(d)
Borrowed Funds.
Not applicable.
Item 11. Interest in Securities of the Subject Company.
(a)
Securities Ownership
. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryThe CompaniesE-House (China) Holdings Limited
SummaryThe CompaniesCRIC (China) Holdings Limited
SummaryInterests of CRICs Directors and Executive Officers in the Merger
The Extraordinary General Meeting of CRIC ShareholdersVote Required; Ownership of CRIC Shares and ADSs by E-House and Directors and Executive Officers of CRIC
10
Special FactorsInterests of CRICs Directors and Executive Officers in the Merger
(b)
Securities Transactions
. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:
Important Information Regarding CRICTransactions in the CRIC Shares and CRIC ADSsTransactions in CRIC Shares or CRIC ADSs in the Past 60 Days
Item 12. The Solicitation or Recommendation.
(d)
Intent to Tender or Vote in a Going-Private Transaction.
The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
Questions and Answers About the Merger and the Extraordinary General Meeting
SummaryThe Extraordinary General Meeting of CRIC Shareholders
The Extraordinary General Meeting of CRIC ShareholdersVote Required; Ownership of CRIC Shares and ADSs by E-House and Directors and Executive Officers of CRIC
(e)
Recommendations of Others.
The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummaryE-House Reasons for the Merger
SummaryReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Special FactorsE-House Reasons for the Merger
Special FactorsPosition of E-House and Merger Sub Regarding Fairness of the Merger
Special FactorsReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Item 13. Financial Statements.
(a)-(b)
Financial Information; Pro Forma Information
.
The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SummarySelected Historical Financial Data of CRIC
SummarySelected Unaudited Pro Forma Condensed Consolidated Financial Information
SummaryHistorical and Pro Forma Per Share Data
Selected Historical Financial Data of CRIC
Important Information Regarding CRICBook Value Per Share
Unaudited Condensed Consolidated Financial Statements of E-House
Unaudited Pro Forma Condensed Consolidated Financial Information of E-House
11
Unaudited Condensed Consolidated Financial Statements of CRIC
Audited Consolidated Financial Statements of CRIC
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a)-(b)
Solicitations or Recommendations; Employees and Corporate Assets
.
The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:
SummaryReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
SummaryInterests of CRICs Directors and Executive Officers in the Merger
Forward-Looking Statements
Questions and Answers About the Merger and the Extraordinary General Meeting
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger and Recommendation of the CRIC Board and the Special Committee
Special FactorsOpinion of Credit Suisse
Special FactorsInterests of CRICs Directors and Executive Officers in the Merger
The Extraordinary General Meeting of CRIC ShareholdersSolicitation of Proxies
Item 15. Additional Information.
(b) Not applicable.
(c)
Other Material Information.
The information set forth in the Proxy Statement/Prospectus, including all annexes and thereto, is incorporated herein by reference. The information contained in the exhibits referred to in Item 16 below is incorporated herein by reference.
Item 16. Exhibits.
(a)(1) Proxy Statement/Prospectus (incorporated herein by reference to the Registration Statement on Form F-4 filed by E-House with the SEC on January
13
, 2012).
(a)(2) Notice of Extraordinary General Meeting of Shareholders of CRIC (incorporated herein by reference to the Proxy Statement/Prospectus included in the Registration Statement on Form F-4 filed by E-House with the SEC on January
13
, 2012).
(a)(3) Form of Proxy Card for the Extraordinary General Meeting of Shareholders of CRIC (incorporated herein by reference to Exhibit 99.2 to the Registration Statement on Form F-4 filed by E-House with the SEC on January
13
, 2012).
(a)(4) Form of Depositarys Notice of Extraordinary General Meeting of Shareholders of CRIC (incorporated herein by reference to Exhibit 99.3 to the Registration Statement on Form F-4 filed by E-House with the SEC on January
13
, 2012).
(a)(5) Form of ADS Voting Instruction Card (incorporated herein by reference to Exhibit 99.4 to the Registration Statement on Form F-4 filed by E-House with the SEC on January
13
, 2012).
12
(a)(6) Press Release dated December 28, 2011 (incorporated by reference to Exhibit 99.1 to CRICs Report on Form 6-K, filed with the SEC on December 28, 2011).
(a)(7) Press Release dated December 28, 2011 (incorporated by reference to Exhibit 99.1 to E-Houses Report on Form 6-K, filed with the SEC on December 28, 2011).
(b) Not applicable.
(c)(1) Opinion of Credit Suisse (incorporated herein by reference to Annex B to the Proxy Statement/Prospectus included in the Registration Statement on Form F-4 filed by E-House with the SEC on January
13
, 2012).
*(c)(2) Presentation of Credit Suisse to the Special Committee of the Board of Directors of CRIC, dated December 2, 2011.
*(c)(3) Presentation of Credit Suisse to the Special Committee of the Board of Directors of CRIC, dated December 15, 2011.
*(c)(4) Presentation of Credit Suisse to the Special Committee of the Board of Directors of CRIC, dated December 26, 2011.
(d)(1) Agreement and Plan of Merger, dated as of December 28, 2011, between E-House (China) Holdings Limited, CRIC (China) Holdings Limited and China Real Estate Information Corporation (incorporated herein by reference to Annex A to the Proxy Statement/Prospectus included in the Registration Statement on Form F-4 filed by E-House with the SEC on January
13
, 2012).
(d)(2) Deposit Agreement, dated August 7, 2007, among E-House (China) Holdings Limited, JPMorgan Chase Bank, N.A., as depositary, and all holders from time to time of E-House ADRs issued thereunder evidencing E-House ADSs (incorporated by reference to Exhibit 4.3 from E-Houses F-1 registration statement (File No. 333-148729), as filed with the SEC on January 17, 2008).
(f)(1) Dissenters rights of appraisal are described under the caption Special FactorsAppraisal Rights in the Proxy Statement/Prospectus included in the Registration Statement on Form F-4 filed by E-House with the SEC on January
13
, 2012, and incorporated herein by reference.
(f)(2) Section 238 of the Cayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (incorporated herein by reference to Annex C to the Proxy Statement/Prospectus included in the Registration Statement on Form F-4 filed by E-House with the SEC on January
13
, 2012).
(g) Not applicable.
* To be filed by amendment.
13
SIGNATURE
After due inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of January 13, 2012
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CHINA REAL ESTATE INFORMATION CORPORATION
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|
|
|
|
|
|
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By:
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/s/ Fan Bao
|
|
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Name: Fan Bao
|
|
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Title: Chairman of Special Committee of Board of Directors
|
|
|
|
|
|
|
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E-HOUSE (CHINA) HOLDINGS LIMITED.
|
|
|
|
|
|
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By:
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/s/ Xin Zhou
|
|
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Name: Xin Zhou
|
|
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Title: Executive Chairman of the Board of Directors
|
|
|
|
|
|
|
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CRIC (CHINA) HOLDINGS LIMITED
|
|
|
|
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for and on behalf of
|
|
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E-House (China) Holdings Limited in the capacity of sole director
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|
|
|
|
|
|
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By:
|
/s/ Xin Zhou
|
|
|
Name: Xin Zhou
|
|
|
Title: Executive Chairman of the Board of Directors
|
14
EXHIBIT INDEX
(a)(1)
Proxy Statement/Prospectus (incorporated herein by reference to the Registration Statement on Form F-4 filed by E-House with the SEC on January 13, 2012).
(a)(2)
Notice of Extraordinary General Meeting of Shareholders of CRIC (incorporated herein by reference to the Proxy Statement/Prospectus included in the Registration Statement on Form F-4 filed by E-House with the SEC on January 13, 2012).
(a)(3)
Form of Proxy Card for the Extraordinary General Meeting of Shareholders of CRIC (incorporated herein by reference to Exhibit 99.2 to the Registration Statement on Form F-4 filed by E-House with the SEC on January 13, 2012).
(a)(4)
Form of Depositarys Notice of Extraordinary General Meeting of Shareholders of CRIC (incorporated herein by reference to Exhibit 99.3 to the Registration Statement on Form F-4 filed by E-House with the SEC on January 13, 2012).
(a)(5) Form of ADS Voting Instruction Card (incorporated herein by reference to Exhibit 99.4 to the Registration Statement on Form F-4 filed by E-House with the SEC on January 13, 2012).
(a)(6)
Press Release dated December 28, 2011 (incorporated by reference to Exhibit 99.1 to CRICs Report on Form 6-K, filed with the SEC on December 28, 2011).
(a)(7)
Press Release dated December 28, 2011 (incorporated by reference to Exhibit 99.1 to E-Houses Report on Form 6-K, filed with the SEC on December 28, 2011).
(c)(1)
Opinion of Credit Suisse (incorporated herein by reference to Annex B to the Proxy Statement/Prospectus included in the Registration Statement on Form F-4 filed by E-House with the SEC on January 13, 2012).
*(c)(2)
Presentation of Credit Suisse to the Special Committee of the Board of Directors of CRIC, dated December 2, 2011.
*(c)(3)
Presentation of Credit Suisse to the Special Committee of the Board of Directors of CRIC, dated December 15, 2011.
*(c)(4)
Presentation of Credit Suisse to the Special Committee of the Board of Directors of CRIC, dated December 26, 2011.
(d)(1)
Agreement and Plan of Merger, dated as of December 28, 2011, between E-House (China) Holdings Limited, CRIC (China) Holdings Limited and China Real Estate Information Corporation (incorporated herein by reference to Annex A to the Proxy Statement/Prospectus included in the Registration Statement on Form F-4 filed by E-House with the SEC on January 13, 2012).
(d)(2)
Deposit Agreement, dated August 7, 2007, among E-House (China) Holdings Limited, JPMorgan Chase Bank, N.A., as depositary, and all holders from time to time of E-House ADRs issued thereunder evidencing E-House ADSs (incorporated by reference to Exhibit 4.3 from E-Houses F-1 registration statement (File No. 333-148729), as filed with the SEC on January 17, 2008).
(f)(1)
Dissenters rights of appraisal are described under the caption Special FactorsAppraisal Rights in the Proxy Statement/Prospectus included in the Registration Statement on Form F-4 filed by E-House with the SEC on January 13, 2012, and incorporated herein by reference.
(f)(2)
Section 238 of the Cayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (incorporated herein by reference to Annex C to the Proxy Statement/Prospectus included in the Registration Statement on Form F-4 filed by E-House with the SEC on January 13, 2012).
* To be filed by amendment.
15
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