Missfresh Announces Entry into Share Transfer Agreement
07 Agosto 2023 - 9:00AM
Missfresh Limited (“Missfresh” or the “Company”) (NASDAQ: MF),
today announced that it entered into a share transfer agreement
with Freshking Limited, a British Virgin Islands company wholly
owned by Mr. Zheng Xu. The entry into this share transfer agreement
and the transactions contemplated thereunder have been approved by
the board of directors of the Company (the “Board”), as well as the
audit committee and the special committee under the Board.
Missfresh HK Limited, San Sheng Limited, and
Mrfresh Limited are subsidiaries of the Company, whose financial
statements are consolidated into the Company’s own financial
statements. As of August 4, 2023, the aggregate amount of unaudited
net liabilities (i.e., total liabilities minus total assets) of
those three subsidiaries and their respective subsidiaries is
estimated to be between US$220 million and US$240 million. Under
the share transfer agreement, the Company agrees to transfer all of
its shares in each of Missfresh HK Limited, San Sheng Limited and
Mrfresh Limited to Freshking Limited or any other persons
designated by Freshking Limited in exchange for a total
consideration of US$1.00 in cash to be paid by Freshking Limited or
any other persons designated by Freshking Limited to the Company,
subject to the satisfaction of certain closing conditions including
the receipt of a written opinion issued by the financial advisor,
engaged by the audit committee under the Board, to the effect that
the transaction contemplated under the share transfer agreement is
fair to the shareholders of the Company from a financial point of
view.
The audit committee under the Board has approved
the engagement of Kroll LLC as the independent financial advisor in
connection with the proposed transaction.
Safe Harbor Statement
This announcement contains statements that may
constitute “forward-looking” statements which are made pursuant to
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,” “aims,” “future,” “intends,” “plans,” “believes,”
“estimates,” “likely to,” and similar statements. Statements that
are not historical facts, including statements about the Company’s
beliefs, plans, and expectations, are forward-looking statements.
The Company has based these forward-looking statements largely on
its current expectations and projections about future events and
financial trends, which 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 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: the risk and
uncertainties as to the timing of the consummation of the
transactions; the risk that certain closing conditions of the
transactions may not be satisfied on a timely basis, or at all;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transactions;
adverse changes in general economic or market conditions; actions
by third parties, including government agencies, that may adversely
affect the proposed transactions; potential changes in laws,
regulations and governmental policies or changes in the
interpretation and implementation of laws, regulations and
governmental policies; natural disasters and geopolitical events;
and intensity of competition. Further information regarding these
and other risks is included in the Company’s filings with the SEC.
All information provided in this press release is as of the date of
this press release, and the Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
For investor and media inquiries, please
contact:
In China:Missfresh LimitedInvestor RelationsTel:
+86 (10) 5954-4422E-mail: ir@missfresh.cn
The Piacente Group, Inc.Jenny CaiTel: +86 (10)
6508-0677E-mail: missfresh@tpg-ir.com
In the United States:The Piacente Group,
Inc.Brandi
PiacenteTel: +1-212-481-2050E-mail: missfresh@tpg-ir.com
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