UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number: 001-38198
BEST Inc.
(Registrant’s name)
2nd Floor, Block A, Huaxing Modern Industry
Park
No. 18 Tangmiao Road, Xihu District, Hangzhou
Zhejiang Province 310013
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1) :o
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7) :o
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BEST Inc. |
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By: |
/s/ Shao-Ning Johnny Chou |
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Name: Shao-Ning Johnny Chou |
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Title: Chairman and Chief Executive Officer |
Date: November 6, 2023
EXHIBIT INDEX
Exhibit 99.1
BEST Inc. Announces Receipt of a Preliminary
Non-Binding Proposal to Acquire the Company and Formation of Special Committee
HANGZHOU, China, November 6, 2023 - BEST Inc. (NYSE: BEST)
(“BEST” or the “Company”), a leading integrated smart supply chain solutions and logistics services provider in
China and Southeast Asia (“SEA”), today announced that its board of directors (the “Board”) has received a preliminary
non-binding proposal letter (the “Proposal Letter”), dated November 3, 2023, from Mr. Shao-Ning Johnny Chou, founder,
chairman of the Board and chief executive officer of the Company, on behalf of Mr. Shao-Ning Johnny Chou, Mr. George Chow, the
chief strategy and investment officer of the Company, Denlux Logistics Technology Invest Inc., Alibaba Investment Limited, BJ Russell
Holdings Limited and Cainiao Smart Logistics Investment Limited (collectively, the “Buyer Group”), to acquire all of the outstanding
ordinary shares of the Company (the “Ordinary Shares”), including the Class A ordinary shares represented by the American
Depositary Shares of the Company (the “ADSs”, each representing 20 Class A ordinary shares) that are not already beneficially
owned by the Buyer Group for a proposed purchase price of US$0.144 per Ordinary Share or US$2.88 per ADS in cash (the “Proposed
Transaction”). A copy of the Proposal Letter is attached hereto as Exhibit A.
According to the Proposal Letter, the Buyer Group intends to fund the
consideration payable in the Proposed Transaction primarily with equity capital from the Buyer Group in the form of rollover equity in
the Company and cash contributions.
The Company today also announced that the Board has formed a special
committee consisting of its three independent directors, Wenbiao Li, Ying Wu and Klaus Anker Petersen, to evaluate and consider the Proposal
Letter and the Proposed Transaction. Ying Wu will chair the special committee.
The Board cautions the Company’s shareholders and others considering
trading the Company’s securities that no decision has been made with respect to the Proposal Letter or the Proposed Transaction.
There can be no assurance that any definitive offer will be received, that any definitive agreement will be executed relating to the Proposed
Transaction, or that the Proposed Transaction or any other similar transaction will be approved or consummated. The Company does not undertake
any obligation to provide any updates with respect to any transaction, except as required under applicable law.
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 management in this announcement, as well as BEST’s strategic and operational
plans, contain forward-looking statements. BEST may also make written or oral forward-looking statements in its periodic reports to the
U.S. Securities and Exchange Commission (the “SEC”), 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 BEST’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: BEST’s goals and strategies; BEST’s future business development, results
of operations and financial condition; BEST ‘s ability to maintain and enhance its ecosystem; BEST ‘s ability to compete effectively;
BEST ‘s ability to continue to innovate, meet evolving market trends, adapt to changing customer demands and maintain its culture
of innovation; fluctuations in general economic and business conditions in China and other countries in which BEST operates, and assumptions
underlying or related to any of the foregoing. Further information regarding these and other risks is included in BEST’s filings
with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and BEST
does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
ABOUT BEST INC.
BEST Inc. (NYSE: BEST) is a leading integrated
smart supply chain solutions and logistics services provider in China and Southeast Asia. Through its proprietary technology platform
and extensive networks, BEST offers a comprehensive set of logistics and value-add services, including freight delivery, supply chain
management and global logistics services. BEST’s mission is to empower business and enrich life by leveraging technology and business
model innovation to create a smarter, more efficient supply chain. For more information, please visit: http://www.best-inc.com/en/.
For investor and media inquiries, please contact:
BEST Inc.
Investor relations team
ir@best-inc.com
Exhibit A
November 3, 2023
Board of Directors (the “Board”)
BEST Inc. (the “Company”)
2nd Floor, Block A, Huaxing Modern Industry Park
No. 18 Tangmiao Road, Xihu District, Hangzhou
Zhejiang Province 310013
People’s Republic of China
Dear Members of the Board:
Mr. Shao-Ning Johnny Chou, the chairman and chief executive officer
of the Company, Mr. George Chow, the chief strategy and investment officer of the Company, Denlux Logistics Technology Invest Inc.,
Alibaba Investment Limited, BJ Russell Holdings Limited and Cainiao Smart Logistics Investment Limited (collectively, the “Buyer
Group”, “we” or “us”) are pleased to submit this preliminary non-binding
proposal (“Proposal”) to acquire all of the outstanding ordinary shares of the Company (the “Ordinary
Shares”) and the American Depositary Shares of the Company (the “ADSs”, each ADS representing
20 Class A Ordinary Shares) that are not already beneficially owned by the Buyer Group or their affiliates (the “Acquisition”)
in a going private transaction at a proposed purchase price of US$0.144 per Ordinary Share or US$2.88 per ADS in cash. We believe that
our Proposal provides a very attractive opportunity for the Company’s shareholders to realize substantial and immediate returns.
Key terms of our Proposal include:
| 1. | Buyer Group. We have entered into an agreement dated as of the date hereof, pursuant to which we will form an acquisition vehicle
for the purpose of implementing the Acquisition. |
| 2. | Purchase Price. The consideration payable is US$0.144 for each Ordinary Share and US$2.88 for each ADS in cash (in each case
other than those Ordinary Shares and ADSs held by the members of the Buyer Group). Our proposed purchase price represents a premium of
approximately 25.2% to the closing price of the ADSs on the last trading day, a premium of approximately 30.9% to the volume-weighted
average closing price of the ADSs during the last 15 trading days, and a premium of approximately 28.7% to the volume-weighted average
closing price of the ADSs during the last 30 trading days. |
| 3. | Funding. We intend to finance the Acquisition with equity capital from the Buyer Group in the form of rollover equity in the
Company and cash contributions. We expect definitive commitment(s) for the required financing, subject to terms and conditions set
forth therein, to be in place when the Definitive Agreements (as defined below) are signed with the Company. |
| 4. | Process; Due Diligence. We believe that the Acquisition will provide superior value to the Company’s shareholders. We
recognize that the Company’s Board will evaluate the Acquisition fairly and independently before it can make its determination to
endorse it. |
Parties providing financing will require a timely opportunity
to conduct customary due diligence on the Company. 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.
| 5. | Definitive Agreements. We are prepared to promptly negotiate and finalize mutually satisfactory definitive agreements with
respect to the Acquisition (the “Definitive Agreements”). This proposal is subject to the execution of the Definitive
Agreements. The Definitive Agreements will provide for representations, warranties, covenants and conditions which are typical, customary
and appropriate for transactions of this type. |
| 6. | Confidentiality. We believe it would be in all of our interests to ensure that our discussions relating to the Acquisition
proceed in a confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements or terminated our
discussions. |
| 7. | Our Shareholding and Voting Power. The members of the Buyer Group collectively own approximately 49% of the issued and outstanding
shares of the Company on a fully-diluted basis and approximately 94% of the Company’s voting power on a fully-diluted basis. In
considering our Proposal, you should be aware that we are interested only in acquiring the outstanding shares of the Company that we do
not already own, and that we do not intend to sell our shares in the Company to any third party. |
| 8. | No Binding Commitment. This letter does not contain all matters upon which agreement must be reached in order to consummate
the proposed Acquisition described above, constitutes only a preliminary indication of our interest, and does not constitute any binding
commitment with respect to the Acquisition. A binding commitment will result only from the execution of the Definitive Agreements, and
then will be on terms and conditions provided in such documentation. Nothing herein shall obligate any person to engage in or continue
discussions regarding the proposed Acquisition, and any of us may terminate discussions at any time for any reason or no reason. Any actions
taken by any person in reliance on this Proposal shall be at that person’s own risk and cost. |
In closing, we would like to express our commitment to working together
to bring this Acquisition to a successful and timely conclusion. We look forward to hearing from you.
* * *
On behalf of the Buyer Group, |
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/s/ Shao-Ning Johnny Chou |
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Date: November 3, 2023 |
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