SUPER ROI GLOBAL HOLDING LIMITED PURCHASES CLASS A ORDINARY SHARES AND ADSs IN TENDER OFFER FOR JUMEI INTERNATIONAL HOLDING L...
April 09 2020 - 8:04AM
Super ROI Global Holding Limited (“Super ROI”) and Jumei
International Holding Limited (NYSE: JMEI) (“Jumei” or the
“Company”), today announced that Super ROI’s tender offer (the
“Offer”) to purchase all outstanding class A ordinary shares, par
value $0.00025 each, of Jumei (“Class A Ordinary Shares”) and
American depositary shares, each representing ten Class A Ordinary
Shares (“ADSs”), expired at 12:00 midnight, New York City time, at
the end of the day on April 8, 2020. Super ROI and its wholly owned
subsidiary, Jumei Investment Holding Limited, have accepted for
payment all Class A Ordinary Shares (including Class A Ordinary
Shares represented by ADSs) that were validly tendered and not
validly withdrawn prior to the expiration of the Offer at price of
$2.00 in cash per Class A Ordinary Share, or $20.00 in cash per
ADS, without interest and less $0.05 per ADS cancellation fees and
other related fees and withholding taxes, in accordance with the
terms and conditions of the Offer.
Computershare Trust Company, N.A., the Tender Agent for the
Offer, has advised that, as of immediately prior to the expiration
of the Offer, a total of 40,344,690 Class A Ordinary Shares
(including Class A Ordinary Shares represented by ADSs) of Jumei
had been validly tendered and not validly withdrawn in the Offer
(excluding Class A Ordinary Shares tendered pursuant to Notices of
Guaranteed Delivery for which certificates or confirmations of
book-entry transfer had not yet been received by the Tender
Agent), representing approximately 63.7% of 63,304,836 outstanding
Class A Ordinary Shares of Jumei. Jumei Investment Holding Limited
shall have, after acquisition of those 40,344,690 Class A Ordinary
Shares, approximately 96% of the total voting power in Jumei.
Super ROI intends to promptly complete the acquisition of all
shares of Jumei through a merger of Jumei and Jumei Investment
Holding Limited, without a vote of Jumei's shareholders, in
accordance with Cayman Islands law. The merger is anticipated to be
effective on April 14, 2020. As a result of the merger, each
outstanding Class A Ordinary Share not tendered and purchased in
the Offer will be converted into the right to receive the same cash
amount of $2.0 per share, without interest and less any required
withholding taxes, that was offered in the tender offer; and each
ADS not tendered and purchased in the Offer, together with the
underlying Class A Ordinary Shares represented by such ADSs, shall
be cancelled in exchange for the right to receive $20.0 in cash per
ADS without interest and less $0.05 per ADS cancellation fees and
other related fees and withholding taxes, that was offered in the
tender offer. Following completion of the merger, Jumei will become
a wholly owned subsidiary of Super ROI, and Jumei ADSs will cease
to be traded on the New York Stock Exchange.
CAUTIONARY NOTE
This news release contains forward-looking statements,
including statements relating to the anticipated acquisition of
Jumei by Super ROI and other matters that are not historical
facts. Statements in this news release that relate to future
results and events are forward-looking statements based on Super
ROI’s current plans and expectations and are subject to a number of
risks and uncertainties, including risks and uncertainties with
respect to Super ROI, Jumei, the Offer or the anticipated merger,
that could cause actual results to differ materially from those
described in these forward-looking statements.
About Jumei
Jumei (NYSE: JMEI) is a fashion and lifestyle solutions provider
with a diversified portfolio of products on offer in China. Jumei
sells branded beauty, baby, children and maternity products, light
luxury products, as well as health supplements through its
e-commerce platform. Jumei has invested in adjacent fashion and
lifestyle businesses such as Jiedian, a mobile device power bank
operating company, and TV drama series production, to expand its
service offerings. These investments will further expand and
strengthen Jumei’s ecosystem as it seeks to benefit from China’s
transition into the new retail era.
About Super ROI
Super ROI is a privately held company that is ultimately
wholly-owned by Mr. Leo Ou Chen, the founder, chairman of board of
directors, chief executive officer and acting chief financial
officer of Jumei.
For more information, please contact:
ChristensenIn ChinaMr. Christian ArnellPhone:
+86-10-5900-1548E-mail: carnell@christensenir.com
In United StatesMs. Linda BergkampPhone: +1-480-614-3004Email:
lbergkamp@christensenir.com
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