HANGZHOU, China, Nov. 25, 2020 /PRNewswire/ -- Ruhnn Holding
Limited ("ruhnn" or the "Company") (NASDAQ: RUHN), a leading
internet key opinion leader ("KOL") facilitator in China, today announced that its board of
directors (the "Board") has received a preliminary non-binding
proposal letter, dated November 25,
2020, from three founders of the Company, Min Feng, Lei Sun and Chao Shen (together with their respective
affiliates, the "Buyer Group"), proposing to acquire all
outstanding Class A ordinary shares, including Class A ordinary
shares represented by American depository shares (the "ADSs," each
representing five Class A ordinary shares), and Class B
ordinary shares (together with the Class A ordinary shares,
the "Shares") of the Company not already owned by the Buyer Group
for US$0.68 per Share (or
US$3.4 per ADS) in cash in a going
private transaction (the "Proposed Transaction").
A copy of the proposal letter is attached hereto as Exhibit
A.
The Board has formed a special committee consisting of
independent directors Cecilia Xiaocao Xu, Junhong Qi and
Tina Ying Shi to evaluate and
consider the Proposed Transaction.
The Board cautions the Company's shareholders and others
considering trading in its securities that the Board just received
the non-binding proposal letter from Min
Feng, Lei Sun and Chao Shen
and no decisions have been made with respect to the Company's
response to the Proposed Transaction. There can be no assurance
that any definitive offer will be made, that any agreement will be
entered into or that the Proposed Transaction 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 by applicable
law.
About Ruhnn Holding Limited
Ruhnn Holding Limited is a leading KOL facilitator in
China. The Company connects
influential KOLs who engage and impact their fans on the internet
to its vast commercial network to build the brands of fashion
products. Ruhnn pioneered the commercialization of the KOL
ecosystem in China, and operates
under both platform and full-service models. The Company's platform
model promotes products sold in third-party online stores and
provides advertising services on KOL's social media spaces to
third-party merchants. The full-service model integrates key steps
of the e-commerce value chain from product design and sourcing and
online store operations to logistics and after-sale services. As of
September 30, 2020, the Company had
180 signed KOLs with an aggregate of 295.3 million fans across
major social media platforms in China.
For more information, please visit http://ir.ruhnn.com.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates" and similar statements. Among other things,
the business outlook and quotations from ruhnn's management in this
announcement as well as ruhnn's strategic and operational plans
contain forward-looking statements. Ruhnn may also make written or
oral forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission ("SEC") on Forms 20-F and 6-K,
in its annual report to shareholders, in press releases and other
written materials and in oral statements made by its officers,
directors or employees to third parties. Statements that are not
historical facts, including statements about ruhnn's beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the following: the Company's goals and strategies; the
Company's future business development, financial condition and
results of operations; trends in the internet KOL facilitator
industry in China and globally;
competition in the Company's industry; fluctuations in general
economic and business conditions in China; and the regulatory environment in which
the Company operates. Further information regarding these and other
risks is included in the Company's filings with the SEC, including
its registration statement on Form F-1, as amended, and its annual
reports on Form 20-F. All information provided in this press
release is as of the date of this press release, and ruhnn does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
For investor and media inquiries, please contact:
In China:
Ruhnn Holding Limited
Sterling Song
Senior Director of Investor Relations
Tel: +86-571-2825-6700
E-mail: ir@ruhnn.com
The Piacente Group, Inc.
Emilie Wu
Tel: +86-21-6039-8363
E-mail: ruhnn@thepiacentegroup.com
In the United States:
The Piacente Group, Inc.
Brandi Piacente
Tel: +1-212-481-2050
E-mail: ruhnn@thepiacentegroup.com
Exhibit A
Non-Binding Proposal Letter from the Founders
November 25, 2020
The Board of Directors
Ruhnn Holding Limited
11F, Building 2, Lvgu Chuangzhi Development Center
788 Hong Pu Road
Jianggan District, Hangzhou
310016
People's Republic of China
Dear Directors:
We, Messrs. Min Feng, Lei Sun and
Chao Shen, are pleased to submit
this preliminary non-binding proposal (this "Proposal") to acquire
all outstanding Class A ordinary shares (the "Class A
Ordinary Shares"), including Class A Ordinary Shares
represented by American depository shares (the "ADSs", each
representing five Class A Ordinary Shares), and Class B
ordinary shares (together with the Class A Ordinary Shares,
the "Shares") of Ruhnn Holding Limited (the "Company") that are not
already beneficially owned by any of us or any of our respective
affiliates in a going private transaction (the "Transaction").
Our proposed purchase price is US$0.68 per Share (or US$3.4 per ADS) in cash. We believe that our
proposal provides an attractive opportunity for the Company's
shareholders. Our proposed purchase price represents a premium of
approximately 10.4% to the closing trading price of the ADSs on
November 24, 2020, the last trading
day prior to the date hereof and a premium of 27.2% to the
volume-weighted average price during the last 60 trading days.
We currently beneficially own approximately 42.7% of the total
issued and outstanding Shares and 87.8% of the total voting power
of the Company, based on the Company's latest outstanding number of
Shares as publicly disclosed. We are confident in our ability to
consummate the Transaction as outlined in this Proposal.
The principal terms and conditions upon which we are prepared to
pursue the Transaction are set forth below.
1. Purchase Price. We propose to acquire all of the
outstanding Shares (including Class A Ordinary Shares
represented by ADSs), other than those beneficially owned by any of
us or any of our respective affiliates, at a purchase price equal
to US$0.68 per Share (or
US$3.4 per ADS) in cash.
2. Financing. We intend to finance the Transaction with
our cash on hand and third party equity and/or debt financing (if
required). We are confident that we can timely secure adequate
financing to consummate the Transaction, if such financing is
required.
3. Due Diligence. Parties providing financing (if any) may
require a timely opportunity to conduct customary due diligence on
the Company. We have engaged King & Wood Mallesons LLP as our
legal counsel. We would like to ask the Board to accommodate such
due diligence request and approve the provision of confidential
information relating to the Company and its business to possible
sources of financing subject to a customary form of confidentiality
agreement.
4. Definitive Documentation. We are prepared to promptly
negotiate and finalize the definitive agreements (the "Definitive
Agreements") providing for the Transaction. We expect that such
Definitive Agreements with respect to the Transaction will contain
representations, warranties, covenants and conditions which are
typical, customary and appropriate for transactions of this
type.
5. Process. We believe that the Transaction will provide
superior value to the Company's shareholders. In considering this
proposal, you should be aware that we are interested only in
pursuing the Transaction and we do not intend to sell our stake in
the Company to any third party.
6. Confidentiality. We will, as required by law, promptly
file a Schedule 13D with the U.S. Securities and Exchange
Commission to disclose this Proposal. However, we trust you will
agree with us that it is in our mutual interests to ensure that we
proceed in a confidential manner, unless otherwise required by law,
until we have executed Definitive Agreements.
7. No Binding Commitment. This proposal is not a binding
offer, agreement or an agreement to make a binding offer. This
letter is our preliminary indication of interest and does not
contain all matters upon which agreement must be reached in order
to consummate the proposed Transaction, nor does it create any
binding rights or obligations in favor of any person. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on the terms and conditions provided
in such documentation.
In closing, we would like to express our commitment to working
together to bring this proposed Transaction to a successful and
timely conclusion. Should you have any questions regarding this
proposal, please do not hesitate to contact us. We look forward to
hearing from you.
Sincerely yours,
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SOURCE Ruhnn Holding Limited