SHANGHAI, Sept. 9, 2022 /PRNewswire/ -- 111
Inc. ( "111" or the "Company") (NASDAQ: YI), a leading tech-enabled
healthcare platform company in China, today announced that its Board of
Directors (the "Board") has received an unsolicited preliminary
non-binding proposal letter (the "Proposal") dated September 9, 2022 jointly submitted by Dr. Gang
Yu, co-founder and co-chairman of the Company, Mr. Junling Liu, cofounder, co-chairman and chief
executive officer of the Company (collectively, the "Co- Founders")
and Shanghai Guosheng Capital Management Co., Ltd. (the "Sponsor,"
and together with the Co-Founders, the "Buyer Group"), proposing to
acquire all of outstanding Class A ordinary shares (the "Class A
Shares") of the Company, including Class A Shares represented by
American depositary shares ("ADSs," each representing two Class A
Shares), that are not currently owned by the Buyer Group in a
going-private transaction at a proposed purchase price of
US$1.83 per Class A Share or
US$3.66 per ADS in cash.
According to the Proposal, the Buyer Group intends to fund
the consideration payable to consummate the transactions
contemplated in the Proposal with equity capital. Equity financing
is expected to be provided in the form of rollover equity in the
Company and cash contributions from the Sponsor or its
affiliates.
The Board cautions the Company's shareholders and others
considering trading the Company's securities that the Board has
just received the Proposal and has not had an opportunity to
carefully review or evaluate the Proposal and its terms, or make
any decision with respect to the Company's response to the
Proposal. There can be no assurance that any definitive offer will
be received, that any definitive agreement will be executed
relating to the Proposal 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.
Additional Information about the Proposal
The Company will furnish to the U.S. Securities and
Exchange Commission (the "SEC") a current report on Form 6-K
regarding the Proposal, which will include the proposal letter as
an annex thereto. All parties desiring details regarding the
Proposal should review these documents, which will be available at
the SEC's website (http://www.sec.gov).
About 111
111, Inc. (NASDAQ: YI) ("111" or the "Company") is a leading
tech-enabled healthcare platform company committed to digitally
connecting patients with medicine and healthcare services
in China. The Company provides consumers with better access to
pharmaceutical products and healthcare services directly through
its online retail pharmacy, 1 Pharmacy, and indirectly through its
offline virtual pharmacy network. The Company also offers online
healthcare services through its internet hospital, 1 Clinic, which
provides consumers with cost-effective and convenient online
consultation, electronic prescription service, and patient
management service. In addition, the Company's online platform, 1
Medicine, serves as a one-stop shop for pharmacies to source a vast
selection of pharmaceutical products. With the largest virtual
pharmacy network in China, 111 enables offline pharmacies to
better serve their customers with cloud-based services. 111 also
provides an omni-channel drug commercialization platform to its
strategic partners, which includes services such as digital
marketing, patient education, data analytics, and pricing
monitoring.
For more information on 111, please
visit: http://ir.111.com.cn/.
Forward-Looking Statements
This press release contains forward-looking statements. These
statements constitute "forward-looking" statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates," "target,"
"confident" and similar statements. Among other things, the
Business Outlook and quotations from management in this
announcement, as well as 111's strategic and operational plans,
contain forward-looking statements. 111 may also make written or
oral forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission, in its annual report to
shareholders, in press releases and other written materials and in
oral statements made by its officers, directors or employees to
third parties. Such statements are based upon management's current
expectations and current market and operating conditions and relate
to events that involve known or unknown risks, uncertainties and
other factors, all of which are difficult to predict and many of
which are beyond the Company's control. Forward-looking statements
involve inherent risks, uncertainties and other factors that could
cause actual results to differ materially from those contained in
any such statements. Potential risks and uncertainties include, but
are not limited to, uncertainties as to the Company's ability
comply with extensive and evolving regulatory requirements, its
ability to compete effectively in the evolving PRC general health
and wellness market, its ability to manage the growth of its
business and expansion plans, its ability to achieve or maintain
profitability in the future, its ability to control the risks
associated with its pharmaceutical retail and wholesale businesses,
and the Company's ability to meet the standards necessary to
maintain listing of its ADSs on the Nasdaq Global Market, including
its ability to cure any non-compliance with Nasdaq's continued
listing criteria. Further information regarding these and other
risks, uncertainties or factors is included in the Company's
filings with the U.S. Securities and Exchange Commission. All
information provided in this press release is as of the date of
this press release, and 111 does not undertake any obligation to
update any forward-looking statement as a result of new
information, future events or otherwise, except as required under
applicable law.
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SOURCE 111, Inc.