eFuture Announces Completion of Merger
2017年1月12日 - 6:18AM
eFuture Holding Inc. (“eFuture” or the “Company”)
(NASDAQ:EFUT), a leading software and solution provider and a
mobile business enabler to China's retail and consumer goods
industries, today announced completion of the merger contemplated
by the previously announced agreement and plan of merger (the
“Merger Agreement”), dated September 23, 2016 by and among Shiji
(Hong Kong) Limited (“Parent”), eFuture CI Limited (“Merger Sub”)
and the Company. As a result of the merger, the Company ceased to
be a publicly traded company on the NASDAQ Capital Market
(“NASDAQ”) and became a wholly-owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company’s shareholders at an extraordinary general meeting held
on December 20, 2016, each outstanding ordinary share of the
Company (“Share”) has been cancelled in exchange for the right to
receive US$6.42 per Share in cash, without interest, except for the
Shares: (a) beneficially owned (as determined pursuant to Rule
13d-3 under the Exchange Act) by Parent, Merger Sub or their
Affiliates (as defined in the Merger Agreement), (b) held by the
Company or any of its subsidiaries, and (c) owned by shareholders
who have validly exercised and have not effectively withdrawn or
lost their appraisal rights under Section 238 of the Cayman
Islands Companies Law.
Registered shareholders entitled to the merger consideration
will receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration and should wait to receive the letter of transmittal
before surrendering their share certificates.
The Company also announced today that it requested that trading
of its Shares on NASDAQ be suspended beginning at the close of
business on January 11, 2017, U.S. Eastern Time. The Company
requested that NASDAQ file a Form 25 with the U.S. Securities
and Exchange Commission (the “SEC”) notifying the SEC of the
delisting of the Company’s Shares on the NASDAQ and the
deregistration of the Company’s registered securities. The
deregistration will become effective 90 days after the filing of
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 filing a
Form 15 with the SEC. The Company’s obligation to furnish to
or 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.
ABOUT EFUTURE HOLDING INC.
eFuture Holding Inc. (NASDAQ:EFUT) is a leading
software and solution provider and a mobile business
enabler to China's retail and consumer goods industries.
eFuture's clients include 1,000+ active retailers with more than
50,000 physical stores across China, of which about
45% were ranked among the top 100 chain retailers during 2015.
For more information about eFuture, please visit
http://www.e-future.com.cn.
SAFE HARBOR
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” and similar statements. eFuture may also
make written or oral forward-looking statements in periodic reports
to the Securities and Exchange Commission (the “SEC”), 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 second parties. Statements that are not historical
facts, including statements about the Company’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: eFuture’s anticipated growth strategies;
eFuture’s future business development, results of operations and
financial condition; expected changes in the Company’s revenue and
certain cost or expense items; eFuture’s ability to attract clients
and leverage its brand; trends and competition in the software
industry; the Company’s ability to control expenses and maintain
profit margins; the Company’s ability to hire, train and retain
qualified managerial and other employees; the Company’s ability to
develop new software and pilot new business models at desirable
locations in a timely and cost-effective manner; the performance of
third parties under contracts with the Company; the expected growth
of the Chinese economy software market in retail and consumer goods
industries; and Chinese governmental policies relating to private
managers and operators of software and applicable tax rates.
Further information regarding these and other risks will be
included in eFuture’s annual report on Form 20-F and other
documents filed with the SEC. All information provided in this
press release and in the attachments is as of the date hereof,
and the Company undertakes no duty to update such information or
any other forward-looking information, except as required under
applicable law.
Investor Contact:
Troe Wen, Company Secretary
eFuture Holding Inc.
+86 10 50916128
ir@e-future.com.cn
eFuture Holding Inc. (NASDAQ:EFUT)
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