TAI'AN, China, July 6, 2021 /PRNewswire/ -- China Customer
Relations Centers, Inc. (Nasdaq: CCRC) (the "Company"), a leading
e-commerce and financial services business process outsourcing
service provider in China, today
announced the completion of the merger (the "Merger") with Taiying
Group Ltd., a business company with limited liability incorporated
in the British Virgin Islands
("Parent") and Taiying International Inc., a business company with
limited liability incorporated in the British Virgin Islands and a wholly-owned
subsidiary of Parent ("Merger Sub"), pursuant to the previously
announced agreement and plan of merger, dated as of March 12, 2021 (the "Merger Agreement"), by and
among 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.
In accordance with the terms of the Merger Agreement, which was
approved by the Company's shareholders at an extraordinary general
meeting held on June 18, 2021, each
common share of the Company, par value $0.001 per share (each, a "Share" and
collectively, the "Shares"), 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 $6.50 in cash without
interest (the "Merger Consideration"), except for: (a) Shares
beneficially owned by certain rollover shareholders; (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 company share awards immediately prior to
the Effective Time; and (d) Shares held by shareholders who have
validly exercised and not effectively withdrawn or lost their
rights to dissent from the Merger in accordance with Section 179 of
the Business Companies Act of the British Virgin Islands, which
were cancelled and ceased to exist in exchange for the right to
receive the payment of the fair value of those dissenting shares in
accordance with the provisions of Section 179 of the Business
Companies Act of the British Virgin Islands.
Registered shareholders 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. A
holder of Shares held in "street name" by a broker, bank or other
nominee should receive instructions from its broker, bank or other
nominee as to how to receive the applicable Merger Consideration
and should address any questions in relation thereto to its broker,
bank or other nominee.
The Company requested that trading of its Shares on the NASDAQ
Capital Market ("NASDAQ") be suspended as of the close of business
on July 6, 2021, U.S. Eastern Time.
The Company requested that NASDAQ file a Form 25 with the
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of its Shares on the NASDAQ and the deregistration of
the Company's registered securities. The deregistration is expected
to become effective within 90 days of the filing of Form 25 or such
shorter period as may be determined by the SEC. 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, Houlihan
Lokey (China) Limited is
serving as the financial advisor to the special committee of the
board of directors of the Company (the "Special Committee"); Hogan
Lovells is serving as the U.S. legal counsel to the Special
Committee; Carey Olsen Hong Kong LLP is serving as the British Virgin Islands legal counsel to the
Special Committee; Haneberg Hurlbert PLC is serving as the U.S.
legal counsel to the Company; and Campbells is serving as
British Virgin Islands counsel to
the Company.
Commerce & Finance Law Offices is serving as the legal
counsel to the buyer group; and Harney
Westwood & Riegels is serving as the British Virgin Islands legal counsel to the
buyer group.
About China Customer Relations Centers, Inc.
The Company is a leading e-commerce and financial services
business process outsourcing 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 from its call
centers located in Liaoning
Province, Shandong
Province, Jiangsu Province,
Guangdong Province, Yunnan Province, Hubei Province, Jiangxi Province, Hebei Province, Anhui Province, Sichuan Province, Heilongjiang Province, the Xinjiang Uygur
Autonomous Region, the Guangxi Zhuang Autonomous Region,
Chongqing City, Shanghai City, and Beijing City. More information about the
Company can be found at: www.ccrc.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. 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 and other
factors that could cause actual results to differ materially from
those contained in any such statements. Risks, uncertainties and
assumptions include, but are not limited to the following: the
expected receipt of the Merger Consideration; delisting of the
Company's Shares on NASDAQ and the deregistration of its registered
securities; the suspension of the Company's reporting obligations
under the Securities Exchange Act of 1934; and other risks and
uncertainties discussed in documents filed with the SEC by the
Company, as well as the Schedule 13E-3 transaction statement, all
amendments thereto 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:
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.