SHANGHAI, June 9, 2015 /PRNewswire-FirstCall/ -- E-House
(China) Holdings Limited
("E-House" or the "Company") (NYSE: EJ), a leading real estate
services company in China, today
announced that its Board of Directors (the "Board") has received a
non-binding proposal letter, dated June 9,
2015, from Mr. Xin Zhou,
co-chairman of the Board and chief executive officer of E-House,
and Mr. Neil Nanpeng Shen, a member of the Board, proposing a
"going-private" transaction (the "Transaction") to acquire all of
the outstanding ordinary shares of E-House not already owned by Mr.
Zhou, Mr. Shen or their respective affiliates for US$7.38 in cash per American depositary share
("ADS"), which represents a premium of 25% to the average closing
trading price of the Company's ADSs during the past 15 trading
days.
Mr. Zhou, Mr. Shen and their respective affiliates beneficially
own an aggregate of approximately 26% of the Company's total issued
and outstanding shares.
According to the proposal letter, Mr. Zhou and Mr. Shen intend
to fund the consideration payable in the Transaction with a
combination of debt and equity capital and the Transaction will not
be subject to any debt financing condition. A copy of the
proposal letter is attached hereto as Annex A.
E-House's Board has formed a special committee consisting of
five independent, disinterested directors (the "Independent
Committee"), Mr. Winston Li, Mr.
Bing Xiang, Mr. Hongchao Zhu, Mr.
Jeffrey Zhijie Zeng and Mr.
David Jian Sun, to consider the
Transaction. The Independent Committee intends to retain advisors
to assist it in its work.
The Board cautions the Company's shareholders and others
considering trading in its securities that the Board just received
the non-binding proposal letter from Mr. Zhou and Mr. Shen and no
decisions have been made 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.
Safe Harbor: Forward-Looking Statements
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of
Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements can be identified by
terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates," "may," "intend,"
"confident," "is currently reviewing," "it is possible," "subject
to" and similar statements. E-House may also make written or oral
forward-looking statements in its reports filed or furnished with
the U.S. Securities and Exchange Commission, including Forms 20-F
and 6-K, 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. Statements that
are not historical facts, including statements about E-House's
beliefs and expectations, are forward-looking statements and are
subject to change. Forward-looking statements involve inherent
risks and uncertainties. A number of important factors could cause
actual results to differ materially from those contained, either
expressly or impliedly, in any of the forward-looking statements in
this press release. Potential risks and uncertainties are outlined
in E-House's filings with the U.S. Securities and Exchange
Commission. All information provided in this press release is
current as of the date of this press release, and E-House does not
undertake any obligation to update any such information, except as
required under applicable law.
This release is not an offer of securities for sale in
the United States. Securities may
not be offered or sold in the United
States absent registration or an exemption from
registration. Any public offering of securities to be made in
the United States will be made by
means of a prospectus that may be obtained from the issuer or
selling security holder and that will contain detailed information
about the company and management, as well as financial
statements.
About E-House
E-House (China) Holdings
Limited ("E-House") (NYSE: EJ) is China's leading real estate services company
with a nationwide network covering more than 260 cities. E-House
offers a wide range of services to the real estate industry,
including real estate online services through our 70%-owned
subsidiary, Leju Holdings Limited (NYSE: LEJU), primary sales
agency, secondary brokerage, information and consulting, offline
advertising and promotion, real estate investment management and
financial services, and community value-added services. E-House has
received numerous awards for its innovative and high-quality
services, including "China's Best
Company" from the National Association of Real Estate Brokerage and
Appraisal Companies and "China Enterprises with the Best Potential"
from Forbes. For more information about E-House, please visit
http://www.ehousechina.com.
For investor and media inquiries please contact:
In China:
Ms. Michelle Yuan
Director of Investor Relations
E-House (China) Holdings
Limited
Phone: +86 (21) 6133-0754
E-mail: michelleyuan@ehousechina.com
Mr. Derek Mitchell
Ogilvy Financial
In the U.S.: +1 (646) 867-1888
In China: +86
(10) 8520-6139
E-mail: ej@ogilvy.com
Annex A:
June 9, 2015
The Board of Directors
E-House (China) Holdings
Limited
11/F Qiushi Building
383 Guangyan Road
Zhabei District, Shanghai
200072
People's Republic of China
Dear Sirs:
Mr. Xin Zhou, co-chairman of the
board of directors (the "Board") and chief executive officer of
E-House (China) Holdings Limited
(the "Company") ("Founder"), and Mr. Neil Nanpeng Shen, a member of
the Board, are pleased to submit this preliminary non-binding
proposal to acquire all of the outstanding ordinary shares of the
Company not already owned by Mr. Zhou, Mr. Shen or their respective
affiliates in a transaction (the "Acquisition") described below.
Our proposal provides a very attractive opportunity to the
Company's shareholders to realize superior value. We are confident
that the Acquisition can be closed on an expedited basis as
outlined in this letter.
- Acquisition Consideration. Based on the information available
to us, we anticipate that the consideration payable in the
Acquisition (the "Acquisition Consideration") will be US$7.38 per American depositary share ("ADS",
each ADS representing one ordinary share of the Company), other
than for certain ADSs and ordinary shares already owned by Mr.
Zhou, Mr. Shen and their respective affiliates. This represents a
premium of 25% to the average closing trading price of the
Company's ADS during the past 15 trading days.
- Closing Certainty and Funding. We believe that we offer a high
degree of closing certainty and that we are well positioned to
negotiate and complete the transaction on an expedited basis. We do
not expect any regulatory approvals will be impediments to closing.
We intend to finance the proposed Acquisition with a combination of
debt and equity capital. We expect definitive commitments for the
required debt and equity funding, subject to terms and conditions
set forth therein, to be in place when the Definitive Agreements
(as defined below) are signed. The definitive merger agreement will
not include any closing condition that the debt financing has been
funded.
- Buyer Group. The Acquisition will be in the form of a merger of
the Company with a new acquisition vehicle that Founder and Mr.
Shen and/or their respective affiliates will form. You should be
aware that Founder and Mr. Shen are interested only in acquiring
the outstanding ordinary shares of the Company not already owned by
them and their respective affiliates, and Mr. Zhou, Mr. Shen and
their respective affiliates expect to roll over the ordinary shares
of the Company owned by them in the Acquisition.
- Due Diligence. We will require a timely opportunity to conduct
customary due diligence on the Company. We and our advisors are
ready to engage in the next stage of discussions and would expect
to complete due diligence on a highly expedited basis.
- Definitive Agreements. We are prepared to promptly negotiate
and finalize mutually satisfactory definitive agreements with
respect to the Acquisition and related transactions (the
"Definitive Agreements"). The Definitive Agreements will provide
for representations, warranties, covenants and conditions which are
typical, customary and appropriate for transactions of this type.
The negotiation of the Definitive Agreements can be completed in
parallel with due diligence. In this regard, we will prepare a
draft merger agreement and will send it to you when available.
- Process. We recognize that the Board will evaluate the
Acquisition independently before it decides whether to authorize
the Company to enter into the Definitive Agreements regarding the
Acquisition. Given the involvement of Founder in the Acquisition,
we would expect that the independent, disinterested members of the
Board (other than Mr. Shen) will proceed to consider our
proposal.
- No Binding Commitment. This letter constitutes only a
preliminary indication of our interest, and does not constitute any
binding commitment with respect to an Acquisition. Such a
commitment will result only from the execution of Definitive
Agreements, and then will be on the terms provided therein.
- Public Disclosure. To comply with United States securities laws requirements,
Founder and Mr. Shen will be required to disclose the nature of
this proposal, as well as a copy of this proposal, in requisite
filings with the Securities and Exchange Commission.
We are very excited about the Acquisition and hope that you are
interested in proceeding in a manner consistent with our proposal.
We believe that we are uniquely positioned to provide a compelling
opportunity for the shareholders of the Company on a highly
expedited timeframe.
Should you have any questions concerning this letter, please
feel free to contact us at any time. We look forward to hearing
from you.
Xin Zhou
/s/ Xin Zhou
Xin Zhou
Neil Nanpeng Shen
By: /s/ Neil Nanpeng Shen
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SOURCE E-House (China) Holdings
Limited