BEIJING, Nov. 13, 2015 /PRNewswire/ -- SouFun Holdings
Limited (NYSE: SFUN, "SouFun" or the "Company"), the leading real
estate Internet platform in China,
today announced that it had entered into a framework agreement (the
"Framework Agreement") with Chongqing Wanli New Energy Co., Ltd.
("Wanli"), a company listed on the Shanghai Stock Exchange (stock
code: 600847), IDG Capital Investment Consulting Beijing Co., Ltd.
("IDG"), Xizang Ruidong Wealth & Investment Management Co. Ltd.
("Ruidong") and Mr. Xicheng Liu, the
current controlling shareholder of Wanli ("Mr. Liu"), pursuant to
which SouFun plans to acquire a controlling stake in Wanli's public
shell, accompanied by a concurrent direct placement of Wanli shares
to certain investors including IDG, Ruidong, Mr. Liu or their
respective designated persons or third parties(the "Placement").
The Placement is expected to be made at the per share purchase
price equal to 90% of the average trading price of Wanli's shares
in the 20 trading days immediately before the public announcement
of the board resolutions approving the Placement and is expected to
raise about RMB2.5 billion to RMB5
billion which is expected to be used for the future business
expansion of Wanli. SouFun plans to maintain not less than 70% of
the equity stake in Wanli following the acquisition and direct
share placement. SouFun will not pay cash for the Wanli stake. The
acquisition is expected to be conducted through an assets swap –
Wanli plans to spin off its non-cash assets and all liabilities to
a third party and SouFun plans to inject certain parts of its
businesses (including online media business, Internet financial
services, research and big data business), which is projected to be
valued at no more than RMB17 billion,
into Wanli. The Framework Agreement also provides for a six-month
exclusivity period during which SouFun, Wanli and Mr. Liu cannot
discuss a similar transaction with other potential investors.
SouFun will remain a NYSE listed company and plans to consolidate
the results of Wanli after this transaction. SouFun's fast growing
e-commerce businesses, including new home direct sales, secondary
transactions, rental and home furnishing businesses, will remain in
the NYSE listed company. By allowing SouFun to tap into the PRC
domestic capital markets, the transaction is expected to strongly
support the growth of SouFun's current fast growing businesses and
continuing expansion into other related areas.
The Framework Agreement and the transactions contemplated thereby
are subject to the negotiation of and entry into definitive
agreements by the parties, the required corporate approvals of both
SouFun and Wanli, and the approval from the China Securities
Regulatory Commission.
Vincent Mo, SouFun's Chairman and
CEO, comments: "We are committed to creating greater value to
SouFun's shareholders. I am sure that this transaction will become
a milestone for SouFun. With access to both US and China capital markets, we will be in a much
better position to expand aggressively to accelerate our online
media business, Internet financial services and e-commerce
businesses to build up a greater company".
A conference call with respect to this transaction is scheduled on
November 18, 2015 at 8:00 AM U.S. EST (9:00
PM Beijing/Hong Kong time).
The dial-in details for the live conference call are:
International
Toll:
|
+65
6713-5090
|
Local
Toll:
|
|
United
States
|
+1 845-675-0437 / +1
866-519-4004
|
Hong Kong
|
+852 3018-6771 / +852
800-906-601
|
Mainland
China
|
+86 400-620-8038 /
+86 800-819-0121
|
Passcode:
|
SFUN
|
About SouFun
SouFun operates the leading real estate Internet portal in
China in terms of the number of
page views and visitors to its websites. Through our websites, we
provide marketing, e-commerce, listing and other value-added
services for China's fast-growing
real estate and home furnishing and improvement sectors. Our
user-friendly websites support active online communities and
networks of users seeking information on, and other value-added
services for, the real estate and home furnishing and improvement
sectors in China. SouFun currently
maintains about 100 offices to focus on local market needs and its
website and database contains real estate related content covering
more than 320 cities in China. For
more information about SouFun, please visit
http://ir.soufun.com.
About Chongqing Wanli
Founded in 1992, Chongqing Wanli is a manufacturer of storage
batteries. Chongqing Wanli's shares are listed on the Shanghai
Stock Exchange since 1994.
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.
These forward-looking statements can be identified by
terminology such as "will,""expects,""is expected
to,""anticipates,""aim,""future,""intends,""plans,""believes,""are
likely to,""estimates,""may,""should" and similar expressions. Such
forward-looking statements include, without limitation, statements
regarding the proposed transfer of SouFun's certain business in
exchange for shares in Chongqing Wanli, the proposed spin-off of
Chongqing Wanli's non-cash assets and liabilities, and the proposed
follow-on financings to facilitate Chonqing Wanli's restructuring.
Statements that are not historical facts, including statements
about SouFun's beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties. 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, whether this Framework Agreement and
the transactions contemplated thereby will receive the requisite
approvals, whether the transfer of SouFun's business, the spin-off
of Chongqing Wanli's non-cash assets and liabilities and the
restructuring of Chongqing Wanli will be carried out as planned,
the impact of the transfer and the restructuring on the transferred
business, the impact of the slowdown in the PRC real estate market
on SouFun and the impact on revenues of our existing and new
service fees reductions, the ability of SouFun to retain real
estate listing agencies as customers during challenging economic
periods, the success of SouFun's new business initiatives, the
ability of SouFun to manage its operating expenses, the impact of,
measures taken or to be taken by the Chinese government to control
real estate growth and prices and other events which could occur in
the future, economic challenges in China's real estate market, the impact of
competitive market conditions for our services, our ability to
maintain and increase our leadership in China's home related internet sector, the
uncertain regulatory landscape in China, fluctuations in our quarterly operating
results, our continued ability to execute business strategies
including our SouFun membership services and SouFun Online Shop,
our ability to continue to expand in local markets, our reliance on
online advertising sales and listing services and transactions for
our revenues, any failure to successfully develop and expand our
content, service offerings and features, including the success of
new features to meet evolving market needs, and the technologies
that support them, the quality of the loans we originate and resell
and the performance of those loans in the future, our ability to
successfully service and process customer loans for our own benefit
and for the purchasers of those loans and, should we in the future
make acquisitions, any failure to successfully integrate acquired
businesses.
For investor and media inquiries, please contact:
Dr. Hua Lei
Deputy CFO
Phone: +86-10-5631-8661
Email: leihua@soufun.com
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SOURCE SouFun Holdings Limited