So-Young International Inc. (Nasdaq: SY) (“So-Young” or the
“Company”), the largest and most vibrant social community in China
for consumers, professionals and service providers in the medical
aesthetics industry, today announced that its board of directors
(the “Board”) has received a preliminary non-binding proposal
letter (the “Proposal Letter”), dated November 22, 2021, from Mr.
Xing Jin, co-founder, Chairman of the Board and Chief Executive
Officer of the Company, to acquire all of the outstanding Class A
ordinary shares of the Company that are not already owned by Mr.
Jin and his affiliates (the “Buyer Group”) for a purchase price of
$5.30 per American Depositary Share (“ADS,” with every 13 ADSs
representing 10 Class A ordinary shares), or US$6.89 per Class A
ordinary share, in cash (the “Proposed Transaction”). A copy of the
Proposal Letter is attached hereto as Exhibit A.
The Board has formed a special committee
consisting of independent directors Messrs. Charles Zhaoxuan Yang,
Chao He and Harry Jiannan Wang to evaluate and consider the
Proposal Letter and the Proposed Transaction. The Company cautions
that the Board has just received the Proposal Letter and has not
made any decisions with respect to the Proposal Letter and the
Proposed Transaction. There can be no assurance that the Buyer
Group will make any definitive offer to the Company, that any
definitive agreement relating to the Proposal Letter will be
entered into between the Company and the Buyer Group, or that the
Proposed Transaction or any other similar 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 So-Young International
Inc.
So-Young International Inc. (Nasdaq: SY)
(“So-Young” or the “Company”) is the largest and most vibrant
social community in China for consumers, professionals and service
providers in the medical aesthetics industry. The Company presents
users with reliable information through offering high quality and
trustworthy content together with a multitude of social functions
on its platform, as well as by curating medical aesthetic service
providers that are carefully selected and vetted. Leveraging
So-Young’s strong brand image, extensive audience reach, trust from
its users, highly engaging social community and data insights, the
Company is well-positioned to expand both along the medical
aesthetic industry value chain and into the massive, fast-growing
consumption healthcare service market.
Safe Harbor Statement
This announcement contains forward-looking
statements. These statements are made under the “safe harbor”
provisions of 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,” “confident” and
similar statements. Among other things, the Financial Guidance and
quotations from management in this announcement, as well as
So-Young’s strategic and operational plans, contain forward-looking
statements. So-Young 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. Statements
that are not historical facts, including but not limited to
statements about So-Young’s beliefs and expectations, are
forward-looking statements. Forward looking statements involve
inherent risks and uncertainties. A number of factors could cause
actual results to differ materially from those contained in any
forward-looking statement, including but not limited to the
following: So-Young’s strategies; So-Young’s future business
development, financial condition and results of operations;
So-Young’s ability to retain and increase the number of users and
medical service providers, and expand its service offerings;
competition in the online medical aesthetic service industry;
changes in So-Young’s revenues, costs or expenditures; Chinese
governmental policies and regulations relating to the online
medical aesthetic service industry, general economic and business
conditions globally and in China; the impact of the COVID-19
pandemic to So-Young’s business operations and the economy in China
and elsewhere generally; and assumptions underlying or related to
any of the foregoing. Further information regarding these and other
risks is included in the Company’s filings with the Securities and
Exchange Commission. All information provided in this press release
and in the attachments is as of the date of the press release, and
So-Young undertakes no duty to update such information, except as
required under applicable law.
For more information, please
contact:
So-Young
Investor RelationsMs. Vivian
XuPhone: +86-10-8790-2012E-mail: ir@soyoung.com
Christensen
In ChinaMr. Eric YuanPhone: +86-10-5900-1548E-mail:
Eyuan@christensenir.com
In USMs. Linda BergkampPhone: +1-480-614-3004Email:
lbergkamp@christensenir.com
November 22, 2021
Board of Directors (the
“Board”)So-Young International Inc. (the
“Company”)Tower E, Ronsin Technology
CenterChaoyang District, Beijing, 100012
People’s Republic of China
Dear Members of the Board of Directors:
I, Xing Jin, co-founder, Chairman of the Board
and Chief Executive Officer of the Company, am pleased to submit
this preliminary non-binding proposal (the
“Proposal”) to acquire all of the outstanding
Class A ordinary shares (the “Shares”) of the
Company that are not already owned by me and my affiliates in a
going private transaction (the “Acquisition”). My
affiliates and I beneficially own approximately 16.4% of all the
issued and outstanding shares (including Class A ordinary shares
and Class B ordinary shares) of the Company, which represent
approximately 84.3% of the aggregate voting power of the Company,
based on the Company’s latest outstanding number of shares as
publicly disclosed.
I believe that my proposed purchase price of
US$5.30 per American depositary share (“ADS,” with
every 13 ADSs representing 10 Shares), or US$6.89 per Share, in
cash, will provide a very attractive opportunity to the Company’s
shareholders. This price represents a premium of approximately
22.7% to the Company’s ADSs closing price on November 19, 2021, and
a premium of approximately 21.8% to the volume-weighted average
price of the Company’s ADSs during the last 30 trading days.
The terms and conditions upon which I am
prepared to pursue the Acquisition are set forth below. I am
confident that I can consummate the Acquisition as outlined in this
letter.
1. Buyer. I intend to form an acquisition
vehicle for the purpose of implementing the Acquisition. In
considering my Proposal, you should be aware that I am interested
only in acquiring the outstanding Shares of the Company that are
not already owned by me and my affiliates, and that I do not intend
to sell my Shares in the Company to any third party.
2. Purchase Price. My proposed
consideration payable for the Acquisition is US$5.30 per ADS, or
US$6.89 per Share, in cash.
3. Funding. I intend to finance the
Acquisition with a combination of debt and equity capital. Equity
financing is expected to be provided in the form of rollover equity
in the Company and cash contributions from me. I expect definitive
commitments for the required financing, subject to terms and
conditions set forth therein, to be in place when the Company
enters into the Definitive Agreements (as defined below).
4. Process; Due Diligence. I believe that
the Acquisition will provide superior value to the Company’s
shareholders. I recognize that the Company’s Board will evaluate
the Acquisition fairly and independently before it can make its
determination to endorse it. Parties providing financing will
require a timely opportunity to conduct customary due diligence on
the Company. I would like to ask the Board to accommodate such due
diligence request and approve the provision of confidential
information relating to the Company and its business to possible
sources of equity and debt financing subject to customary
confidentiality agreement.
5. Definitive Agreements. I am prepared to
negotiate and finalize mutually satisfactory definitive agreements
with respect to the Acquisition (the “Definitive
Agreements”) expeditiously. This Proposal is subject to
the execution of 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.
6. Confidentiality. I am sure you will
agree with me that it is in all of our interests to ensure that our
discussions relating to the Acquisition proceed in a confidential
manner, unless otherwise required by law, until we have executed
the Definitive Agreements or terminated our discussions.
7. No Binding Commitment. This letter
constitutes only a preliminary indication of my interest, and does
not constitute any binding commitment with respect to the
Acquisition. A binding commitment will result only from the
execution of the Definitive Agreements, and then will be on terms
and conditions provided in such documentation.
In closing, I would like to express my
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 me.
Sincerely,
So Young (NASDAQ:SY)
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