BEIJING, Sept. 18, 2020 /PRNewswire/ -- Bitauto Holdings
Limited ("Bitauto" or the "Company") (NYSE: BITA), a leading
provider of internet content & marketing services, and
transaction services for China's
automotive industry, today announced it has called an
extraordinary general meeting of shareholders (the "EGM"), to be
held on October 23, 2020 at
10:00 a.m. (China Standard Time), at
JingAn Kerry Centre, Tower II, 46th Floor, 1539 Nanjing West Road,
Shanghai 200040, 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 June 12, 2020, among the
Company, Yiche Holding Limited ("Parent"), and Yiche Mergersub
Limited, a wholly owned Subsidiary of Parent ("Merger Sub"), the
plan of merger required to be filed with the Registrar of Companies
of the Cayman Islands (the "Plan
of Merger") and the transactions contemplated thereby, including
the merger.
According to the Merger Agreement and the Plan of Merger, at the
effective time of the merger, Merger Sub will merge with and into
the Company and cease to exist, with the Company being the
surviving company and becoming a wholly owned subsidiary of Parent.
If consummated, the merger would result in the Company becoming a
privately held company, and its American depositary shares (each
representing one Class A ordinary share, par value US$0.00004 per share) (the "ADSs") would no
longer be listed or traded on the New York Stock Exchange or any
other stock exchange, 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, authorized and 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 recommends 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 at the close of business in the
Cayman Islands on October 9, 2020 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 September 21, 2020 will be
entitled to instruct Citibank, N.A., 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. Requests for additional copies of the
definitive proxy statement should be directed to Innisfree M&A
Incorporated, the Company's proxy solicitor, at +1-888-750-5834
(toll free in the United States)
or +1-412-232-3651 (outside the United
States).
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.
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
(the "Act"). 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.
About Bitauto Holdings Limited
Bitauto Holdings Limited (NYSE: BITA) is a leading provider of
internet content & marketing services, and transaction services
for China's automotive industry.
Bitauto's business consists of three segments: advertising and
subscription business, transaction services business and digital
marketing solutions business.
Bitauto's advertising and subscription business provides a
variety of advertising services to automakers through the
bitauto.com website and corresponding mobile apps which provide
consumers with up-to-date automobile pricing and promotional
information, specifications, reviews and consumer feedback. Bitauto
also provides transaction-focused online advertisements and
services for promotional activities to its business partners,
including automakers, automobile dealers, auto finance partners and
insurance companies. Bitauto offers subscription services via its
SaaS platform, which provides web-based and mobile-based integrated
digital marketing solutions to new car automobile dealers in
China. The SaaS platform enables
automobile dealer subscribers to create their own online showrooms,
list pricing and promotional information, provide automobile dealer
contact information, place advertisements and manage customer
relationships to help them reach a broad set of purchase-minded
customers and effectively market their automobiles to consumers
online.
Bitauto's transaction services business is primarily conducted
by its controlled subsidiary, Yixin Group Limited (SEHK: 2858), a
leading online automobile finance transaction platform in
China, which provides transaction
platform services as well as self-operated financing services.
Bitauto's digital marketing solutions business provides
automakers with one-stop digital marketing solutions, including
website creation and maintenance, online public relations, online
marketing campaigns, advertising agent services, big data
applications and digital image creation.
For more information, please visit ir.bitauto.com.
For investor and media inquiries, please contact:
Suki Li
Bitauto Holdings Limited
Phone: +86-10-6849-2145
ir@bitauto.com
Philip Lisio
Foote Group
Phone: +86-10-8429-9544
bitauto@thefootegroup.com
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SOURCE Bitauto Holdings Limited
