BlueCity Announces Completion of Merger
2022年8月13日 - 6:00AM
BlueCity Holdings Limited (“BlueCity” or the “Company”) (NASDAQ:
BLCT), a leading online LGBTQ platform, today announced that
completion of the merger (the “Merger”) with Diversefuture Limited
(the “Merger Sub”), a wholly-owned subsidiary of Multelements
Limited (the “Parent”), pursuant to the previously announced
Agreement and Plan of Merger (the “Merger Agreement”), dated as of
April 30, 2022, among the Company, the Parent and the Merger Sub.
As a result of the Merger, the Company became a wholly owned
subsidiary of Parent and will cease to be a publicly traded
company.
Pursuant to the Merger Agreement, which was approved by the
Company’s shareholders at an extraordinary general meeting on July
29, 2022, at the effective time of the Merger (the “Effective
Time”), each ordinary share of the Company (each a “Share”) issued
and outstanding immediately prior to the Effective Time, other than
the Excluded Shares (as defined in the Merger Agreement), the
Dissenting Shares (as defined in the Merger Agreement) and Class A
Ordinary Shares represented by American depositary shares of the
Company (each, an “ADS,” each two of which representing one Class A
ordinary share of the Company (the “Class A Ordinary Shares”)), has
been cancelled in exchange for the right to receive US$3.20 in cash
per Share without interest and net of any applicable withholding
taxes, and each ADS (other than the ADSs representing the Excluded
Shares) issued and outstanding immediately prior to the Effective
Time, together with the underlying Class A Ordinary Shares
represented by such ADSs, has been cancelled in exchange for the
right to receive US$1.60 in cash per ADS, without interest and net
of any applicable withholding taxes (the “Merger
Consideration”).
Registered shareholders immediately prior to the Effective Time
who are entitled to the Merger Consideration will receive from the
paying agent a letter of transmittal and instructions on how to
surrender their Shares in exchange for the Merger Consideration in
respect of each Share held thereby, and should wait to receive the
letter of transmittal before surrendering their Shares. Payment of
the Merger Consideration will be made to holders of Shares (other
than Class A Ordinary Shares represented by ADSs) in respect of
each such Share held thereby upon surrender of applicable Shares
and delivery of the letter of transmittal and any other documents
required by such letter of transmittal to be delivered in
connection therewith. Payment of the Merger Consideration (after
deduction of the fees, charges, deductions and expenses provided
for under the Deposit Agreement, dated July 7, 2020, between the
Company, the depositary and all owners and holders from time to
time of ADSs issued thereunder) will be made to holders of ADSs in
respect of each ADS held thereby as soon as practicable after
Deutsche Bank Trust Company Americas, the ADS depositary, receives
the aggregate Merger Consideration payable to holders of ADSs from
the paying agent.
The Company also announced today that it requested that trading
of its ADSs on Nasdaq Global Market (the “Nasdaq”) be suspended as
of August 12, 2022. The Company requested that Nasdaq file a Form
25 with the Securities and Exchange Commission (the “SEC”)
notifying the SEC of the delisting of the Company’s ADSs on Nasdaq
and the deregistration of the Company’s registered securities. The
deregistration will become effective 90 days after the filing of
the Form 25 or such shorter period as may be determined by the SEC.
The Company intends to suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended, by promptly filing a
Form 15 with the SEC. The Company’s obligation to file with the SEC
certain reports and forms, including Form 20-F and Form 6-K, will
be suspended immediately as of the filing date of the Form 15 and
will cease once the deregistration becomes effective.
In connection with the Merger, Kroll, LLC, operating through its
Duff & Phelps Opinions Practice is serving as financial advisor
to a committee of independent directors established by the board of
directors of the Company (the “Special Committee”). Skadden, Arps,
Slate, Meagher & Flom LLP is serving as U.S. legal counsel to
the Special Committee. Maples and Calder (Hong Kong) LLP is serving
as Cayman Islands legal counsel to the Special Committee.
Simpson Thacher & Bartlett LLP is serving as U.S. legal
counsel to the buyer group comprising of Mr. Baoli Ma, Metaclass
Management ELP, Aviator D, L.P. and Rainbow Rain Limited (the
“Buyer Group”). Harney Westwood & Riegels is serving as Cayman
Islands legal counsel to the Buyer Group. Jingtian & Gongcheng
is serving as PRC legal counsel to the Buyer Group.
Safe Harbor Statement
This press release contains statements that express the
Company’s current opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or
future results and therefore are, or may be deemed to be,
“forward-looking statements” within the meaning of
the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as “if,” “will,” “expected” and similar
statements. Forward-looking statements involve inherent risks,
uncertainties and assumptions. Risks, uncertainties and assumptions
include: uncertainties as to the expected benefits and costs of the
Merger; the outcome of any legal proceedings that may be instituted
against the Company related to the Merger; the amount of the costs,
fees, expenses and charges related to the Merger; and other risks
and uncertainties discussed in the Schedule 13E-3 transaction
statement and the proxy statement and other documents filed with
the United States Securities and Exchange Commission by the Company
and certain other filing persons. These forward-looking statements
reflect the Company’s expectations as of the date of this press
release. You should not rely upon these forward-looking statements
as predictions of future events. The Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
About BlueCity Holdings Limited
BlueCity (NASDAQ: BLCT) is a world-leading online LGBTQ
community providing a comprehensive suite of services to foster
connections and enhance the wellbeing of the LGBTQ community. The
company fulfills both the daily and lifelong needs of its members
through a wide range of targeted and tailored services, including
social networking, livestreaming and health-related services. With
commitment to providing high-quality user experience, ensuring
privacy protection, and promoting community health and well-being,
BlueCity has captured the hearts and minds of LGBTQ people across
the globe. Available in 13 languages, BlueCity’s mobile app Blued
has connected more than 60 million registered users in about 170
countries and regions.
For more information, please contact:
In China:
BlueCity Holdings LimitedInvestor RelationsPhone: +86
10-5876-9662Email: ir@bluecity.com
The Blueshirt GroupMs. Ally WangPhone: +86 139-0106-6802Email:
ally@blueshirtgroup.com
In the United States:
The Blueshirt GroupMs. Julia QianPhone: +1 973-619-3227Email:
Julia@blueshirtgroup.com
BlueCity (NASDAQ:BLCT)
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BlueCity (NASDAQ:BLCT)
過去 株価チャート
から 6 2023 まで 6 2024