Fang Holdings Announces the Signing of Definitive Agreements Relating to the Going-Private Transaction of China Index Holdings
2022年12月22日 - 10:14PM
Fang Holdings Limited (OTC: SFUNY) (“Fang” or the “Company”), a
leading real estate Internet portal in China, today announced the
signing of definitive agreements relating to the going-private
transaction of China Index Holdings Limited (NASDAQ: CIH) (“CIH”),
a leading real estate information and analytics service platform
provider in China.
CIH has entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with CIH Holdings Limited (“Parent”) and CIH
Merger Sub Holdings Limited (“Merger Sub”), a wholly owned
subsidiary of Parent. Pursuant to the Merger Agreement and subject
to the terms and conditions thereof, Merger Sub will be merged with
and into CIH, with CIH continuing as the surviving company and
becoming a wholly owned subsidiary of Parent (the “Merger”), in a
transaction implying an equity value of CIH of approximately
US$92.0 million. At the effective time of the Merger, each
outstanding share of CIH, including share represented by American
depositary share (the “ADS”), other than certain excluded shares as
specified in the Merger Agreement, will be cancelled in exchange
for the right to receive US$1.0 in cash per share or ADS without
interest and net of any applicable withholding taxes.
The merger consideration represents a premium of approximately
42.9% to the closing price of the ADSs on August 22, 2022, the last
trading day prior to CIH’s receipt of the preliminary non-binding
“going private” proposal from the Company on August 23, 2022, and
premiums of approximately 46.2% and 33.1% to the volume-weighted
average closing price of the ADSs during the last 30 trading days
and 60 trading days, respectively, prior to and including August
22, 2022.
The Company has executed a letter agreement (the “Equity
Commitment Letter”) in favor of Parent, pursuant to which, among
other things, the Company has agreed, subject to the terms and
conditions set forth therein, to make a cash equity investment of
approximately US$14.8 million in Parent to fund the Merger. The
Company has also executed and delivered to CIH a limited guarantee
(the “Limited Guarantee”) in favor of CIH, pursuant to which the
Company has agreed to guarantee certain payment obligations of
Parent under the Merger Agreement. The Company and certain other
shareholders of CIH (collectively, the “Buyer Group”) have entered
into an equity contribution agreement (the “Support Agreement”),
pursuant to which such shareholders have irrevocably agreed to
contribute their equity interests in CIH to Merger Sub prior to the
Effective Time in exchange for newly issued shares of Parent. The
Buyer Group has also entered into an interim investors agreement
(the “Interim Investors Agreement”) to govern the actions of Parent
and Merger Sub and the relationship among the members of the Buyer
Group with respect to, among other things, the Merger and related
transaction agreements.
The board of directors of the Company and its audit committee
have approved the Equity Commitment Letter, the Limited Guarantee,
the Support Agreement, the Interim Investors Agreement and the
transactions as contemplated under the Merger Agreement, including
without limitation, the Merger.
The Merger is currently expected to close during the first
quarter of 2023 and is subject to customary closing conditions. If
completed, the Merger will result in CIH becoming a company
privately owned by the Buyer Group, and its ADSs will no longer be
listed on the NASDAQ Capital Market, and CIH’s ADS program will be
terminated.
O’Melveny & Myers LLP is serving as U.S. legal counsel to
the Buyer Group.
Additional Information About the Merger
The Company will furnish to the U.S. Securities and Exchange
Commission (the “SEC”) relevant materials regarding the Merger,
including amended Schedule 13D filings and a transaction statement
on Schedule 13E-3. All parties desiring details regarding the
Merger are urged to review these documents, which will be available
at the SEC’s website (http://www.sec.gov).
About Fang
Fang operates a leading real estate Internet portal in China in
terms of the number of page views and visitors to its websites.
Through its websites, Fang provides primarily marketing, listing,
leads generation and financial services for China's fast-growing
real estate and home furnishing and improvement sectors. Its
user-friendly websites support active online communities and
networks of users seeking information on, and value-added services
for, the real estate and home furnishing and improvement sectors in
China. Fang currently maintains approximately 70 offices to focus
on local market needs and its website and database contains real
estate related content covering 658 cities in China. For more
information about Fang, please visit http://ir.fang.com.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements are made under the “safe
harbor” provisions of the U.S. Private Securities Litigation Reform
Act of 1995. All statements other than statements of historical
fact in this announcement are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties. We caution you that a number of important factors
could cause actual results to differ materially from those
contained in any forward-looking statement. Potential risks and
uncertainties include, without limitation, the possibility that the
Merger will not occur as planned if events arise that result in the
termination of the Merger Agreement, or if one or more of the
various closing conditions to the Merger are not satisfied or
waived, and other risks and uncertainties regarding the Merger
Agreement and the Merger, that will be discussed in the Schedule
13E-3 to be filed with the SEC. The Company does not undertake any
obligation to update any forward-looking statement as a result of
new information, future events or otherwise, except as required
under law.
For investor and media inquiries, please contact:
Fang Investor Relations
Email: ir@fang.com
China (NASDAQ:CIH)
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China (NASDAQ:CIH)
過去 株価チャート
から 10 2023 まで 10 2024