SHANGHAI, Nov. 3, 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
revised non-binding proposal, dated November
2, 2015, from the consortium consisting of Mr. Xin Zhou, co-chairman of the Board and chief
executive officer of E-House, Mr. Neil Nanpeng Shen, a member of
the Board, and SINA Corporation (collectively, the "Consortium
Members"), reaffirming the Consortium Members' interest in pursuing
a "going private" transaction (the "Transaction") to acquire all of
the outstanding ordinary shares of E-House not already owned by the
Consortium Members or their respective affiliates for a revised
cash consideration of US$6.64 per
American depositary share. A copy of the proposal letter is
attached hereto as Annex A.
The independent committee of the Board (the "Independent
Committee"), formed to consider the proposed Transaction, is
evaluating this revised proposal. The Independent Committee
cautions the Company's shareholders and others considering trading
in the Company's securities that no decisions have been made by the
Independent Committee with respect to the Company's response to the
revised proposal. There can be no assurance that any definitive
offer will be made, that any definitive agreement will be executed
or that the Transaction 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.
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:
For investor and media inquiries please contact:
Investor Relations Department
E-House (China) Holdings
Limited
Phone: +86 (21) 6133-0809
E-mail: ir@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
November 2, 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:
Reference is made to the non-binding preliminary proposal made
on June 9, 2015 (the "Original
Proposal") by Mr. Xin Zhou,
co-chairman of the board of directors (the "Board") and chief
executive officer of E-House (China) Holdings Limited (the "Company"), and
Mr. Neil Nanpeng Shen, a member of the Board, who later formed a
consortium with SINA Corporation (the "Consortium"), in connection
with a proposed "going-private" transaction to acquire all of the
outstanding ordinary shares of the Company not already owned by the
members of the Consortium or their respective affiliates (the
"Acquisition").
We very much appreciate the time spent and efforts made by the
special committee (the "Special Committee") of the Company's Board
and its advisors so far to facilitate our due diligence and respond
to our information requests. We are submitting this revised
non-binding proposal to reaffirm our interest in acquiring all of
the outstanding shares of the Company not already owned by us or
our respective affiliates at a proposed price of US$6.64 per American depositary share ("ADS",
each ADS representing one ordinary share of the Company) (the
"Acquisition Consideration").
Our decision to revise the Acquisition Consideration has been a
difficult one to make but is necessitated by the tougher than
expected market conditions. In particular,
- Since the Original Proposal was made, Leju Holdings limited
("Leju"), a majority owned subsidiary of the Company contributing a
signification portion of the Company's revenues and net income in
2014, experienced a weaker than expected financial performance. In
spite of the recovery of China's
real estate market, Leju's net income decreased by 26%
year-over-year in the second quarter of 2015 according to its
earnings release for the same period. Leju has also experienced
high volatility in its stock price since the Original Proposal,
having its stock price hit a one-year low in August 2015. We believe these negative factors
have substantially dragged down the Company's valuation.
- The sharp correction in China's stock market starting June 2015 has blunted investors' appetite for new
fund allocations. Following a crash beginning on June 12, 2015, a third of the value of A-shares
on the Shanghai Stock Exchange was lost within one month, sending
China's equities into a bear
market territory. Since then, many Chinese equity funds that had
previously expressed interest in providing equity financing for the
Acquisition have been cautious and slow to move forward. These
developments have negatively affected our ability to raise the
necessary equity financing that was anticipated in our Original
Proposal.
- The global financial markets have experienced significant
volatility recently, including substantial volatility in equity
securities markets, and volatility and tightening of liquidity in
credit markets. These developments have negatively affected our
ability to raise the necessary debt anticipated by our Original
Proposal.
- The People's Bank of China
recently announced a total of more than 4% devaluation of Renminbi
reference rate. This potentially has a significant negative effect
on the valuation of the Company. Furthermore, our cost of funding
associated with the financing for the Transaction rises with a
stronger US dollar.
We believe that the Acquisition provides full value to the
Company's shareholders and we continue to be fully committed to
close the Acquisition. We hope that the Special Committee will give
prompt consideration to our proposal and we are prepared to execute
definitive agreements on an expedited basis.
Should you have any questions regarding this proposal, please do
not hesitate to contact the undersigned. We look forward to hearing
from you.
/s/Xin Zhou
Xin Zhou
/s/ Neil Nanpeng Shen
Neil Nanpeng Shen
SINA Corporation
By: /s/Charles Chao
Name: Charles Chao
Title: Chief Executive Officer
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SOURCE E-House (China) Holdings
Limited