TAI'AN, China, March 12, 2021 /PRNewswire/ -- China Customer
Relations Centers, Inc. (Nasdaq: CCRC) (the "Company"), a
leading e-commerce and financial services business process
outsourcing ("BPO") service provider in China, today announced that it has entered
into a definitive Agreement and Plan of Merger (the "Merger
Agreement") with Taiying Group Ltd. ("Parent") and
Taiying International Inc. ("Merger Sub"), a wholly-owned
subsidiary of Parent.
Pursuant to the Merger Agreement, Parent will acquire the
Company for a cash consideration equal to US$6.50 per share of the Company (each, a
"Share"). This amount represents a premium of 37.7% over the
Company's closing price of US$4.72
per Share on November 27, 2020, the
last trading day prior to November 30,
2020, the date that the Company announced it had received a
"going-private" proposal, and a premium of 37.8% to the
volume-weighted average closing price of the Company's Shares
during the 60 trading days prior to November
30, 2020. This amount also represents an increase of
approximately 21.0% over the US$5.37
per Share initially offered by the buyer group in their initial
"going-private" proposal on November 27,
2020.
Immediately following the consummation of the merger, Parent
will be beneficially owned by a group of rollover shareholders,
including Mr. Zhili Wang, the
chief executive officer and chairman of the Board and director of
the Company, Mr. Debao Wang, the
chief financial officer of the Company, Mr. Guoan Xu, director and Vice President of the
Company, Mr. Qingmao Zhang, Mr. Long
Lin, Mr. Jishan Sun and
certain other shareholders of the Company (collectively, the
"Buyer Group").
As of the date of the Merger Agreement, the Buyer Group
beneficially owns, in the aggregate, approximately 71.1 % of the
outstanding Shares of the Company.
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the merger, Merger Sub will merge with and
into the Company, with the Company continuing as the surviving
company and a wholly-owned subsidiary of Parent, and each of the
Shares (issued and outstanding immediately prior to the effective
time of the merger will be cancelled and cease to exist in exchange
for the right to receive US$6.50 per
Share, in cash, without interest and net of any applicable
withholding taxes, except for (a) Shares beneficially owned by the
Buyer Group, (b) Shares owned by Parent, Merger Sub, the Company
(as treasury, if any) or any of their respective subsidiaries
immediately prior to the effective time, (c) Shares reserved (but
not yet allocated) by the Company for settlement upon exercise or
vesting of any option to purchase the Shares granted under the
Company's 2018 Share Incentive Plan on or prior to the date of
closing whether or not such option has become vested on or prior to
the date of closing in accordance with the Company's 2018 Share
Incentive Plan immediately prior to the effective time, and (d)
Shares owned by shareholders who have validly exercised and have
not effectively withdrawn or lost their dissenter rights under the
BVI Business Companies Act which will be cancelled and each holder
thereof will be entitled to receive only the payment of the fair
value of such Shares in accordance with the BVI Business Companies
Act.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee formed by the board of
directors (the "Special Committee"), approved the Merger
Agreement, and resolved to recommend that the Company's
shareholders vote to authorize and approve the Merger Agreement and
the merger. The Special Committee, which is composed solely of
independent directors of the Company who are unaffiliated with
Parent, Merger Sub or any member of the Buyer Group or management
of the Company, exclusively negotiated the terms of the Merger
Agreement with the Buyer Group with the assistance of its
independent financial and legal advisors.
The merger which is currently expected to close in the second
quarter of 2021, is subject to various closing conditions,
including a condition that the Merger Agreement be authorized and
approved by a resolution approved by the affirmative vote of a
majority of the votes of the Shares entitled to vote thereon in
respect of which the shareholders holding the Shares were present
at the extraordinary general meeting of the shareholders or an
adjournment thereof in person or by proxy and being Shares in
respect of which the votes were voted in accordance with the BVI
Business Companies Act and the memorandum and articles of the
Company. Pursuant to a rollover and support agreement entered among
the Buyer Group and Parent, the Buyer Group has agreed to vote all
the Shares beneficially owned by it in favor of the authorization
and approval of the Merger Agreement and the merger. If completed,
the merger will result in the Company becoming a privately-owned
company wholly owned directly by Parent, its Shares will no longer
be listed on The Nasdaq Capital Market.
Parent has entered into a debt commitment letter pursuant to
which China Merchants Bank Co., Ltd. has agreed to provide a
secured term facility for the merger, subject to certain
conditions.
The Company will prepare and file with the U.S. Securities and
Exchange Commission (the "SEC") a Schedule 13E-3 transaction
statement, which will include a proxy statement of the Company. The
Schedule 13E-3 will include a description of the Merger Agreement
and contain other important information about the merger, the
Company and the other participants in the merger.
Houlihan Lokey (China) Limited is serving as financial advisor
to the Special Committee; Hogan Lovells is serving as U.S. legal
counsel to the Special Committee.
Commerce & Finance Law Offices is serving as legal counsel
to the Buyer Group.
Additional Information about the Merger
In connection with the proposed merger, the Company will prepare
and mail a proxy statement that will include a copy of the Merger
Agreement to its shareholders. In addition, certain participants in
the proposed merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement that will
include the Company's proxy statement. These documents will be
filed with or furnished to the SEC. INVESTORS AND SHAREHOLDERS 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. In addition to
receiving the proxy statement and Schedule 13E-3 transaction
statement by mail, shareholders also will be able to obtain these
documents, as well as other filings containing information about
the Company, the proposed merger and related matters, without
charge, from the SEC's website (http://www.sec.gov) or at the SEC's
public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
1366 Zhongtianmen Dajie,
Xinghuo Science and Technology Park, High-tech Zone,
Taian City,
Shandong Province, 271000,
People's Republic of China
+86-538-691-8899
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from its
shareholders with respect to the proposed merger. Information
regarding the persons or entities who may be considered
"participants" in the solicitation of proxies will be set forth in
the proxy statement and Schedule 13E-3 transaction statement
relating to the proposed merger when it is filed with the SEC.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and Schedule
13E-3 transaction statement and the other relevant documents filed
with the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other
materials that may be filed or furnished with the SEC should the
proposed merger proceed.
About China Customer Relations Centers, Inc.
The Company is a leading e-commerce and financial services BPO
service provider in China focusing
on the complex, voice-based and online-based segments of customer
care services, including:
- customer relationship management;
- technical support;
- sales;
- customer retention;
- marketing surveys; and
- research.
The Company's service is currently delivered in Provinces of
Shandong, Jiangsu, Liaoning, Guangdong, Yunnan, Hubei, Sichuan, Hebei, Anhui,
Xinjiang, Guangxi, Jiangxi, Heilongjiang, and Chongqing. More information about the Company
can be found at: www.ccrc.com.
Safe Harbor Statements
Certain statements contained in this announcement may be viewed
as "forward-looking statements" within the meaning of Section 27A
of the U.S. Securities Act of 1933, as amended, and Section 21E of
the U.S. Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
performance, financial condition or results of operations of the
Company to be materially different from any future performance,
financial condition or results of operations implied by such
forward-looking statements. The accuracy of these statements may be
impacted by a number of business risks and uncertainties that could
cause actual results to differ materially from those projected or
anticipated. The Company undertakes no ongoing obligation, other
than that imposed by law, to update these statements.
For further information, please contact
Sherry Zheng
Weitian Group LLC
Email: shunyu.zheng@weitian-ir.com
Phone: +1-718-213-7386
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SOURCE China Customer Relations Centers, Inc.