HANGZHOU, China, April 20, 2021 /PRNewswire/ -- Ruhnn Holding
Limited ("ruhnn" or the "Company") (NASDAQ: RUHN), a leading
internet key opinion leader ("KOL") facilitator in China, today announced the completion of its
merger (the "Merger") with RUNION Mergersub Limited ("Merger Sub"),
a wholly owned subsidiary of RUNION Holding Limited ("Parent"),
pursuant to the previously announced agreement and plan of merger
dated as of February 3, 2021 (the
"Merger Agreement"), by and among the Company, Parent and Merger
Sub. As a result of the Merger, the Company ceased to be a publicly
traded company and became a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, at the effective time
of the Merger (the "Effective Time"), each American depository
share of the Company (each, an "ADS"), representing five Class A
ordinary shares of the Company, issued and outstanding immediately
prior to the Effective Time, together with the underlying Shares
represented by such ADSs, was cancelled in exchange for the right
to receive US$3.50 in cash per ADS
without interest (less US$0.05 per
ADS cancellation fees, US$0.05 per
ADS distribution fees and other fees as applicable), and each Class
A ordinary share of the Company and each Class B ordinary share of
the Company (collectively, the "Shares") 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 Shares represented by
ADSs, was cancelled and ceased to exist, in exchange for the right
to receive US$0.70 in cash per Share
without interest.
Pursuant to the Merger Agreement, at the Effective Time, each
option to purchase Shares granted under the Company's 2019 equity
incentive plan adopted by the Company in March 2019 in accordance with its terms (each, a
"Company Option") that is vested, outstanding and unexercised
immediately prior to the Effective Time, was cancelled and, without
any action by the holder of such Company Option, automatically and
immediately converted into the right to receive in exchange
therefor an amount of cash equal to (i) the excess, if any, of
US$0.70 over the exercise price per
Share underlying such Company Option (the "Exercise Price"),
multiplied by (ii) the number of Shares underlying such Company
Option; provided that if the Exercise Price of any such Company
Option is equal to or greater than US$0.70, such Company Option has been cancelled
without any payment therefor; and each Company Option unvested or
otherwise not exercisable immediately prior to the Effective Time
was cancelled without any consideration.
The Company has requested that trading of its ADSs on the Nasdaq
Global Select Market ("Nasdaq") be suspended as of the close of
trading on April 20, 2021
(New York time). The Company has
also 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 Company intends to suspend its
reporting obligations under the Securities Exchange Act of 1934, as
amended, by filing a Form 15 with the SEC in ten days following the
filing of the Form 25. The deregistration will become effective 90
days after the filing of the Form 15 or such shorter period as may
be determined by the SEC. The Company's obligations 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 terminate once the deregistration becomes
effective.
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" and similar statements. Among other things,
the business outlook and quotations from ruhnn's management as well
as ruhnn's strategic and operational plans contain forward-looking
statements. Ruhnn may also make written or oral forward-looking
statements in its periodic reports to the SEC on Forms 20-F and
6-K, 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 statements about ruhnn'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
statements, including but not limited to the following: the
possibility that competing offers will be made; the possibility
that financing may not be available; the possibility that various
closing conditions for the transaction may not be satisfied or
waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, as well as the Schedule 13E-3
transaction statement filed by the Company; the Company's goals and
strategies; the Company's future business development, financial
condition and results of operations; trends in the internet KOL
facilitator industry in China and
globally; competition in the Company's industry; fluctuations in
general economic and business conditions in China; and the regulatory environment in which
the Company operates.
Further information regarding these and other risks is included
in the Company's filings with the SEC, including its registration
statement on Form F-1, as amended, and its annual reports on Form
20-F. All information provided in this press release is as of the
date of this press release, and ruhnn does not undertake any
obligation to update any forward-looking statements, except as
required under applicable law.
For investor and media inquiries, please contact:
In China:
Ruhnn Holding Limited
Jacky Jinbo Wang
Chief Financial Officer
Tel: +86-571-2825-6700
E-mail: ir@ruhnn.com
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SOURCE Ruhnn Holding Limited