BEIJING, July 16, 2019 /PRNewswire/ -- Gridsum Holding
Inc. ("Gridsum" or the "Company") (NASDAQ: GSUM), a leading
provider of cloud-based big-data analytics and artificial
intelligence ("AI") solutions in China, today announced that its Board of
Directors (the "Board") has received a preliminary non-binding
proposal letter, dated July 15, 2019,
from Guosheng Qi, chairman of the Board and the Chief Executive
Officer of the Company, Guofa Yu, a
director and the Chief Operating Officer of the Company, and their
respective affiliated entities, and Beta Dynamic Limited, an
affiliate of Hammer Capital Private Investments Limited
(collectively, the "Consortium Members"), proposing to acquire the
Company in a going private transaction (the "Transaction") for
US$3.80 in cash per American
depositary share (each representing one Class B ordinary share of
the Company), or US$3.80 in cash per
ordinary share. A copy of the preliminary non-binding proposal
letter is attached as Exhibit A to this press release.
According to the proposal letter, the Consortium Members intend
to finance the Transaction with a combination of debt and equity
capital. The equity financing will be provided by the Consortium
Members in the form of cash and rollover equity in the Company. The
debt financing is expected to be provided by loans from third party
financial institutions.
The Board cautions the Company's shareholders and others
considering trading in its securities that the Board has just
received the preliminary non-binding proposal letter from the
Consortium Members, and that no decisions have been made of any
kind with respect to the Company's response to the Transaction.
There can be no assurance that any definitive offer will be made,
that any agreement will be executed, or that this or any other
transaction will be approved or consummated. The Company does not
undertake any obligation to provide any updates with respect to
this or any other transaction, except as required under applicable
law.
About Gridsum
Gridsum Holding Inc. (NASDAQ: GSUM) is a leading provider of
cloud-based big-data analytics and AI solutions for
multinational and domestic enterprises and government agencies in
China. Gridsum's core technology,
the Gridsum Big Data Platform and the Gridsum Prophet:
Enterprise AI Engine, is built on a distributed computing framework
and performs real-time multi-dimensional correlation analysis of
both structured and unstructured data. This enables Gridsum's
customers to identify complex relationships within their data and
gain new insights that help them make better business decisions.
The Company is named "Gridsum" to symbolize the combination of
distributed computing (Grid) and analytics (sum). As a digital
intelligence pioneer, the Company's mission is to help enterprises
and government organizations in China use data in new and powerful ways to
make better informed decisions and be more productive.
Safe Harbor Statement
This announcement contains forward-looking statements. These
forward-looking statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These statements can be identified by terminology such as
"may," "will," "expects," "anticipates," "aims," "future,"
"intends," "plans," "believes," "estimates," "likely to" and
similar statements. These forward-looking statements involve known
and unknown risks and uncertainties and are based on current
expectations and assumptions about Gridsum and the preliminary
non-binding proposal. Further information regarding risks and
uncertainties faced by Gridsum is included in Gridsum's annual
report on Form 20-F and other reports filed with, or
furnished to, the U.S. Securities and Exchange Commission. All
information provided in this press release is as of the date of
this press release, and Gridsum undertakes no duty to update such
information except as required under applicable law.
Investor Relations
Gridsum
ir@gridsum.com
Christensen
In China
Mr. Christian Arnell
Phone: +86-10-5900-1548
Email: carnell@christensenir.com
In U.S.
Mr. Tip Fleming
Phone: +1 917 412 3333
Email: tfleming@christensenir.com
Exhibit A
July 15, 2019
The Board of Directors
Gridsum Holding Inc.
South Wing, High Technology Building
No. 229 North 4th Ring Road
Haidian District, Beijing 100083,
People's Republic of China
Dear Sirs:
Mr. Guosheng Qi, Mr. Guofa Yu and
their respective affiliated entities (collectively, the
"Management"), and Beta Dynamic Limited (the
"Initial Sponsor"), an affiliate of Hammer Capital
Private Investments Limited, are pleased to submit this preliminary
non-binding proposal to acquire Gridsum Holding Inc. (the
"Company") in a going private transaction (the
"Acquisition").
We believe that our proposal provides a very attractive
opportunity to the Company's shareholders. Our proposal represents
a premium of 38.2%, 30.1% and 20.3% to the closing price on the
last trading day, and the volume-weighted average closing price
during the last 30 and 60 trading days, respectively.
- Consortium. The Management and the Initial Sponsor
(collectively, the "Consortium Members") have entered
into a consortium agreement dated as of the date hereof, pursuant
to which we will form an acquisition company for the purpose of
implementing the Acquisition, and have agreed to work with each
other exclusively in pursuing the Acquisition.
- Purchase Price. The consideration payable for each American
Depositary Share of the Company ("ADS", each
representing one ordinary share of the Company) will be
US$3.80 in cash, or US$3.80 in cash per ordinary share (in each case
other than those ADSs or ordinary shares held by the Consortium
Members that may be rolled over in connection with the
Acquisition).
- Funding. We intend to finance the Acquisition with a
combination of debt and equity capital. Equity financing will be
provided by the Consortium Members in the form of cash and rollover
equity in the Company. Debt financing is expected to be provided by
loans from third party financial institutions. We are confident
that we can timely secure adequate financing to consummate the
Acquisition.
- Due Diligence. We have engaged Hogan Lovells as our
international legal counsel. We believe that we will be in a
position to complete customary legal, financial and accounting due
diligence for the Acquisition in a timely manner and in parallel
with discussions on the definitive agreements.
- Definitive Agreements. We are prepared to promptly negotiate
and finalize definitive agreements (the "Definitive
Agreements") providing for the Acquisition and related
transactions. These documents will provide for representations,
warranties, covenants and conditions which are typical, customary
and appropriate for transactions of this type.
- Process. We believe that the Acquisition will provide superior
value to the Company's shareholders. We recognize that the
Company's Board of Directors (the "Board") will
evaluate the Acquisition independently before it can make its
determination to endorse it. Given the involvement of the
Management in the Acquisition, we appreciate that the independent
members of the Board will proceed to consider the proposed
Acquisition and that the Management will recuse themselves from
participating in any Board deliberations and decisions related to
the Acquisition.
- Confidentiality. The Management will, as required by law,
promptly make a Schedule 13D filing to disclose this letter and its
agreement with the other Consortium Members. However, we are sure
you will agree with us that it is in all of our interests to ensure
that we proceed in a strictly confidential manner, unless otherwise
required by law, until we have executed Definitive Agreements or
terminated our discussions.
- No Binding Commitment. This letter constitutes only a
preliminary indication of our interest, and does not constitute any
binding commitment with respect to the Acquisition. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in
such documentation.
In closing, we would like to express our commitment to working
together to bring this Acquisition to a successful and timely
conclusion. Should you have any questions regarding this proposal,
please do not hesitate to contact us. We look forward to hearing
from you.
Sincerely,
Guosheng Qi
/s/ Guosheng Qi
Generation Gospel Limited
By:
/s/ Guosheng Qi
Name: Guosheng Qi
Title:
Director
Fairy Sprit Limited
By:
/s/ Guosheng Qi
Name: Guosheng Qi
Title:
Director
Guofa Yu
/s/
Guofa Yu
Garden Enterprises
Ltd.
By:
/s/ Guofa Yu
Name: Guofa Yu
Title:
Director
Beta Dynamic Limited
By:
/s/ CHEUNG Siu Fai
Name: CHEUNG Siu Fai
Title:
Director
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SOURCE Gridsum Holding Inc.