Jumei International Holding Limited, China-based fashion and lifestyle solutions provider, has entered into a definitive Agreement and Plan of Merger with business company Super ROI Global Holding Limited, incorporated under the laws of the British Virgin Islands, and BVI company’s wholly-owned subsidiary Jumei Investment Holding Limited, incorporated in the Cayman Islands.
Under the terms of the Merger Agreement, Jumei Investment Holding and Super ROI Global Holding Limited will acquire all of the outstanding class A ordinary shares of the company, par value US$0.00025 per share and American depositary share each representing ten Class A Ordinary Shares.
The subsidiary of the BVI company will promptly start a tender offer to acquire all of the outstanding Class A Ordinary Shares of Jumei International Holding Limited at a price of US$2.0 per share or US$20.0 per ADS in cash, without interest and less US$0.05 per ADS cancellation fees, US$0.02 per ADS depositary service fees and other related fees and taxes. After completion of the tender offer, which will be subject to several conditions, the BVI company will purchase all remaining shares through a “short-form” merger of Jumei Investment Holding Limited and Jumei International Holding Limited.
The Merger Agreement, the offer and the merger were unanimously recommended by the board of directors of the Chinese company. The merger is expected to close in the second quarter of 2020; upon its completion, Jumei International Holding Limited, will become a privately-owned company wholly owned directly by the BVI corporation.
Tuesday, March 3, 2020
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