BEIJING, Nov. 5, 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 the completion of the merger
with Yiche Mergersub Limited ("Merger Sub"), a wholly owned
subsidiary of Yiche Holding Limited ("Parent"), pursuant to the
previously announced agreement and plan of merger, dated as of
June 12, 2020 (the "Merger
Agreement"), by the Company, Parent and Merger Sub. As a result of
the merger, the Company became a wholly owned subsidiary of Parent
and will cease to be a publicly traded company.
Pursuant to the Merger Agreement, which was approved by the
Company's shareholders at an extraordinary general meeting on
October 23, 2020, each ordinary share
of the Company (each a "Share") issued and outstanding
immediately prior to the effective time of the merger (the
"Effective Time") has been cancelled and ceased to exist in
exchange for the right to receive US$16 in cash without interest, and each
outstanding American depositary share of the Company (each, an
"ADS," representing one Share) represents the right to receive
US$16 in cash without interest (the
"Merger Consideration"), except for (a) certain Shares (including
Shares represented by ADSs) owned by affiliates of Tencent Holdings Limited, an affiliate of JD.com,
Inc., and Mr. Bin Li, chairman of the board of directors of the
Company, which have been cancelled in exchange for newly issued
shares of Parent, (b) Shares (including Shares represented by ADSs)
owned by Parent, Merger Sub, the Company or any of their respective
subsidiaries, (c) Shares (including Shares represented by ADSs)
held by Citibank, N.A., the ADS depositary and reserved for
issuance, settlement and allocation upon exercise or vesting of
Company's options and/or restricted share unit awards, and (d)
Shares held by shareholders who have validly exercised and not
effectively withdrawn or lost their rights to dissent from the
merger pursuant to Section 238 of the Companies Law of the Cayman
Islands, which have been cancelled and ceased to exist in exchange
for the right to receive the payment of fair value of those
dissenting shares in accordance with Section 238 of the Companies
Law of the Cayman Islands.
Each registered shareholder immediately prior to the Effective
Time who are entitled to the Merger Consideration will receive from
the paying agent a letter of transmittal and instructions on how to
surrender their Shares in exchange for the Merger Consideration in
respect of each Share held thereby, and should wait to receive the
letter of transmittal before surrendering their Shares. Payment of
the Merger Consideration (less an ADS cash distribution fee of
US$0.05 per ADS), without interest
and net of any applicable withholding taxes, will be made to
holders of ADSs in respect of each ADS held thereby as soon as
practicable after Citibank, N.A., the ADS depositary, receives the
aggregate Merger Consideration payable to holders of ADSs from the
paying agent.
The Company requested that trading of its ADSs on the New York
Stock Exchange (the "NYSE") be suspended as of 9:00 a.m. (New
York time) on November 5,
2020. The Company requested that the NYSE file a Form 25
with the Securities and Exchange Commission (the "SEC") notifying
the SEC of the delisting of its ADSs on the NYSE and the
deregistration of the Company's registered securities. The Company
intends to suspend its reporting obligations under the Securities
Exchange Act of 1934, as amended, by promptly filing a Form 15 with
the SEC. The Company's obligation to file with the SEC certain
reports and forms, including Form 20-F and Form 6-K, will be
suspended immediately as of the filing date of the Form 15 and will
cease once the deregistration becomes effective.
In connection with the merger, Duff & Phelps, LLC and Duff
& Phelps Securities, LLC are serving as financial advisor to
the special committee of the board of directors of the Company (the
"Special Committee"). Skadden, Arps, Slate, Meagher & Flom LLP
is serving as U.S. legal counsel to the Special Committee.
BofA Securities is serving as financial advisor to the
investor consortium. Latham & Watkins LLP and Kirkland &
Ellis are serving as U.S. legal counsel and Hong Kong legal counsel to the investor
consortium, respectively.
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.
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.
For more information, 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
