GUANGZHOU, China, May 31, 2013 /PRNewswire/ -- 7 Days Group
Holdings Limited (NYSE: SVN) ("7 Days Group" or the "Company"), a
leading economy hotel chain based in China, today announced that it has called an
extraordinary general meeting of shareholders (the "EGM"), to be
held on June 26, 2013 at 10:00 a.m. (Hong
Kong time), at 31st Floor, AIA Central, 1 Connaught Road
Central, Hong Kong, to consider
and vote on, among others, the proposal to authorize and approve
the previously announced agreement and plan of merger, dated
February 28, 2013 (the "Merger
Agreement"), among the Company, Keystone Lodging Holdings Limited
(which is the party to the Merger Agreement solely for the limited
purposes of Sections 2.02(c) and 2.02(e) thereof), Keystone Lodging
Company Limited, and Keystone Lodging Acquisition Limited ("Merger
Sub") and the plan of merger required to be filed with the
Registrar of Companies of the Cayman Islands, substantially in the
form attached as Annex A to the Merger Agreement (the "Plan of
Merger") and the transactions contemplated thereby, including the
Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will be merged with and into the Company (the "Merger") with
the Company continuing as the surviving corporation. If completed,
the proposed Merger would result in (i) the unaffiliated
shareholders receiving US$4.60 per
ordinary share and the unaffiliated holders of American depositary
shares of the Company (the "ADSs"), each representing three
ordinary shares, receiving US$13.80 per ADS, in each case, in cash, without
interest and net of any applicable withholding taxes, (ii) the
Company becoming a privately-held company, and (iii) the ADSs no
longer being listed on the New York Stock Exchange. The Company's
board of directors, acting upon the unanimous recommendation of a
special committee of the Company's board of directors composed
entirely of independent directors who are unaffiliated with the
buyer group and any of the management members of the Company,
recommends that the shareholders and ADS holders vote FOR, among
others, the proposal to approve the Merger Agreement, the Plan of
Merger and the transactions completed thereby, including the
Merger.
Shareholders of record at the close of business in the
Cayman Islands on June 10, 2013 will be entitled to attend and vote
at the EGM and any adjournment thereof. The record date for
ADS holders entitled to instruct Citibank, N.A., the ADS
depositary, to vote the shares represented by the ADSs is the close
of business in New York City on
June 3, 2013. Additional information
regarding the EGM and the Merger Agreement can be found in the
transaction statement on Schedule 13E-3 and the proxy statement
attached as Exhibit (a)-(1) thereto, as amended, filed with the
U.S. Securities and Exchange Commission (the "SEC"), which can be
obtained, along with other filings containing information
about the Company, the proposed Merger and related matters, without
charge, from the SEC's website (www.sec.gov). Requests for
additional copies of the definitive proxy statement should be
directed to Innisfree M&A Incorporated, the Company's proxy
solicitor, at 1-888-750-5834 (toll-free from the US and
Canada) or 1-412-232-3565 (from
other countries). SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS
FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
PROPOSED MERGER AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed Merger. Further information regarding persons who may be
deemed participants, including any direct or indirect interests
they may have, is also set forth in the definitive proxy
statement.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About 7 Days Group Holdings Limited
7 Days Group is a leading and fast growing national economy
hotel chain based in China. It
converts and operates limited service economy hotels across major
metropolitan areas in China under
its award-winning "7 Days Inn" brand. The Company strives to offer
consistent and high-quality accommodations and services primarily
to the growing population of value-conscious business and leisure
travelers who demand affordable, clean, comfortable, convenient and
safe lodging, and to respond to its guests' needs.
Safe Harbor: Forward-Looking Statements
This document may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Such statements include, among others, those concerning
expected benefits and costs of the proposed Merger; management
plans relating to the Merger; the expected timing of the completion
of the Merger; the parties' ability to complete the Merger
considering the various closing conditions, including any
conditions related to regulatory approvals, as well as all
assumptions, expectations, predictions, intentions or beliefs about
future events. Forward-looking statements can generally be
identified by the use of forward-looking terminology such as
"will," "should," "may," "believes," "expects" or similar
expressions. All of such assumptions are inherently subject to
uncertainties and contingencies beyond the Company's control and
based upon premises with respect to future business decisions,
which are subject to change. The Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
For further information, please contact:
Investor Contact:
Vivian Chen, Investor Relations
Director
7 Days Group Holdings Limited
+86-20-8922-5858
IR@7daysinn.cn
Investor Relations (US):
Mahmoud Siddig, Managing
Director
Taylor Rafferty
+1 (212) 889-4350
7DaysInn@taylor-rafferty.com
Investor Relations (HK):
Candy Cheung, Senior Consultant
Taylor Rafferty
+852 3196 3712
7DaysInn@taylor-rafferty.com
SOURCE 7 Days Group Holdings Limited