SHANGHAI, Aug. 4, 2021 /PRNewswire/ -- LAIX Inc. ("LAIX" or
the "Company") (NYSE: LAIX), an artificial intelligence (AI)
company in China that creates and
delivers products and services to popularize English learning,
today announced that its board of directors (the "Board") has
received a preliminary non-binding proposal letter (the "Proposal
Letter"), dated August 4, 2021, from
Mr. Yi Wang, co-founder, chairman of
the Board and chief executive officer of LAIX, Mr. Zheren Hu,
co-founder, director and chief technology officer of LAIX, Mr.
Hui Lin, co-founder, director and
chief scientist of LAIX (collectively, the "Founders"), and PCIL IV
Limited (together with its affiliated investment entities,
"Primavera", and together with the Founders, the "Buyer Group"), to
acquire all of the outstanding ordinary shares of the Company (the
"Ordinary Shares"), including the Class A ordinary shares
represented by the American Depositary Shares of the Company (the
"ADSs", each representing one Class A ordinary share) that are not
already held by the Buyer Group for a proposed purchase price of
US$1.13 per Ordinary Share or ADS in
cash (the "Proposed Transaction"). A copy of the Proposal Letter is
attached hereto as Exhibit A.
The Company expects to form a special committee of the Board,
comprised solely of independent and disinterested directors, to
consider the Proposal Letter and the Proposed Transaction. The
Company cautions that the Board has just received the Proposal
Letter and has not made any decisions with respect to the Proposal
Letter and the Proposed Transaction. There can be no assurance that
the Buyer Group will make any definitive offer to the Company, that
any definitive agreement relating to the Proposal Letter will be
entered into between the Company and the Buyer Group, or that the
Proposed Transaction or any other similar transaction will be
approved or consummated. The Company does not undertake any
obligation to provide any updates with respect to this or any other
transaction, except as required under applicable law.
About LAIX Inc.
LAIX Inc. ("LAIX" or the "Company") is an artificial
intelligence (AI) company in China
that creates and delivers products and services to popularize
English learning. Its proprietary AI teacher utilizes cutting-edge
deep learning and adaptive learning technologies, big data,
well-established education pedagogies and the mobile internet. LAIX
believes its innovative approach fundamentally transforms learning.
LAIX provides its products and services on demand via its mobile
apps, primarily its flagship "English Liulishuo" mobile app
launched in 2013. On the Company's platform, AI technologies are
seamlessly integrated with diverse learning content incorporating
well-established language learning pedagogies, gamified features
and strong social elements to deliver an engaging, adaptive
learning experience. LAIX provides a variety of courses inspired by
a broad range of topics and culture themes to make English learning
more interesting and is committed to offering a fun, interactive
learning environment to motivate and engage its users.
For more information, please visit: http://ir.laix.com.
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," "aims," "future," "intends,"
"plans," "believes," "estimates," "confident," "potential,"
"continue" or other similar expressions. Among other things, the
Outlook and quotations from management in this announcement, as
well as LAIX's strategic and operational plans, contain
forward-looking statements. LAIX may also make written or oral
forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission, 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
but not limited to statements about LAIX's beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties, and a variety
of factors could cause actual results to differ materially from
those contained in any forward-looking statement, including but not
limited to the following: LAIX's goals and strategies; LAIX's
future business development, results of operations and financial
condition; the expected growth of the education market; LAIX's
ability to monetize the user base; fluctuations in general economic
and business conditions in China;
the potential impact of the COVID-19 to LAIX's business operations
and the economy in China and
elsewhere generally; and assumptions underlying or related to any
of the foregoing. Further information regarding these and other
risks is included in the Company's filings with the Securities and
Exchange Commission. All information provided in this press release
and in the attachments is as of the date of the press release, and
the Company undertakes no duty to update such information, except
as required under applicable law.
For investor and media inquiries, please contact:
LAIX Inc.
Jiazhuo Zheng
Investor Relations
E-mail: ir@laix.com
The Piacente Group Investor Relations
Brandi Piacente
Tel: +1-212-481-2050
E-mail: liulishuo@tpg-ir.com
Emilie Wu
Tel: +86-21-6039-8363
E-mail: liulishuo@tpg-ir.com
Exhibit A
August 4, 2021
Board of Directors (the "Board")
LAIX Inc. ("LAIX" or the "Company")
3/F, Building B, No. 1687 Changyang Road
Yangpu District, Shanghai
200090
People's Republic of China
Dear Members of the Board of Directors:
Mr. Yi Wang, co-founder, chairman
of the Board and chief executive officer of LAIX, Mr. Zheren Hu,
co-founder, director and chief technology officer of LAIX, Mr.
Hui Lin, co-founder, director and
chief scientist of LAIX (collectively, the
"Founders"), and PCIL IV Limited (together with its
affiliated investment entities, "Primavera", and
together with the Founders, the "Buyer
Group", "we" or
"us") are pleased to submit this preliminary
non-binding proposal ("Proposal") to acquire all of
the outstanding ordinary shares of the Company (the "Ordinary
Shares"), including the Class A ordinary shares represented
by the American Depositary Shares of the Company (the
"ADSs", each representing one Class A ordinary
share) that are not already held by the Buyer Group (the
"Acquisition") in a going private transaction at a
proposed purchase price of US$1.13 per Ordinary Share or ADS in
cash. We believe that our Proposal provides a very attractive
opportunity for the Company's shareholders to realize substantial
and immediate returns. Key terms of our Proposal include:
1.
Buyer Group. We have entered into a consortium agreement dated
as of the date hereof, pursuant to which we will form an
acquisition company for the purpose of implementing the
Acquisition, and have agreed to work with each other exclusively in
pursuing the Acquisition. The Acquisition will be in the form
of a merger of the Company with our acquisition vehicle.
2.
Purchase Price. The consideration payable for each Ordinary
Share or ADS is proposed to be US$1.13 in cash (in each case other than those
Ordinary Shares and ADSs held by the members of the Buyer Group).
Our proposed purchase price represents a premium of approximately
15% to the volume-weighted average price of the ADSs during the
last 7 trading days.
3.
Funding. We intend to finance the Acquisition with equity
capital from the Buyer Group in the form of rollover equity in
the Company and cash contributions. We expect definitive
commitments for the required financing, subject to terms and
conditions set forth therein, to be in place when the Definitive
Agreements (as defined below) are signed with the Company.
4.
Process; Due Diligence. We believe that the Acquisition will
provide superior value to the Company's shareholders. We
recognize that the Company's Board will evaluate the Acquisition
fairly and independently before it can make its determination to
endorse it. Parties providing financing will require a timely
opportunity to conduct customary due diligence on the Company. We
would like to ask the Board to accommodate such due diligence
request and approve the provision of confidential information
relating to the Company and its business to possible sources of
financing subject to a customary form of confidentiality
agreement.
5.
Definitive Agreements. We are prepared to promptly negotiate
and finalize mutually satisfactory definitive agreements with
respect to the Acquisition (the "Definitive
Agreements") while conducting our due diligence. This
proposal is subject to the execution of the Definitive
Agreements. The Definitive Agreements will provide for
representations, warranties, covenants and conditions which are
typical, customary and appropriate for transactions of this
type.
6.
Confidentiality. The Founders will, as required by law, timely file
a Schedule 13D to disclose this Proposal. We believe it would be in
all of our interests to ensure that our discussions relating to the
Acquisition proceed in a confidential manner, unless otherwise
required by law, until we have executed the Definitive Agreements
or terminated our discussions.
7.
About Primavera. Primavera Capital Group is a premier
China-based global investment firm. The firm focuses on
consumer and retail, technology, healthcare, education, and
financial services.
Its portfolio includes investments in industry leaders such as
Alibaba, Ant Group, ByteDance, Junlebao, Kuaishou,
Laobaixing, Xpeng, Yum China, among
others.
8.
Business and Operations of the Company. The Founders
collectively own approximately 39.8% of the issued and outstanding
shares of the Company and approximately 86.7% of the
Company's voting power, and we remain committed to building and
growing the Company after the Acquisition. In considering our
Proposal, you should be aware that we are interested only in
acquiring the outstanding shares of the Company that we do not
already own, and that we do not intend to sell our shares in the
Company to any third party.
9.
No Binding Commitment. This letter does not contain all
matters upon which agreement must be reached in order to consummate
the proposed Acquisition described above, constitutes only a
preliminary indication of our interest, and does not constitute any
binding commitment with respect to the Acquisition. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in
such documentation. Nothing herein shall obligate any person
to engage in or continue discussions regarding the proposed
Acquisition, and any of us may terminate discussions at any time
for any reason or no reason. Any actions taken by any person
in reliance on this Proposal shall be at that person's own risk and
cost.
In closing, we would like to express our commitment to working
together to bring this Acquisition to a successful and timely
conclusion. We look forward to hearing from you.
* * * *
Sincerely,
/s/ Yi Wang
/s/ Zheren Hu
/s/ Hui Lin
/s/ PCIL IV Limited
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SOURCE LAIX Inc.