BlueCity Holdings Limited Announces Receipt of a Preliminary Non-Binding Proposal to Acquire the Company
03 Enero 2022 - 3:00AM
BlueCity Holdings Limited ( “BlueCity” or the “Company”) (NASDAQ:
BLCT), a leading online LGBTQ platform, today announced that its
board of directors (the “Board”) has received a preliminary
non-binding proposal letter (the “Proposal Letter”), dated January
2, 2022, from Mr. Baoli Ma, founder, chairman of the Board and
chief executive officer of the Company (the “Founder”), and Spriver
Tech Limited (together with the Founder, 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 two representing one Class A ordinary share) that are
not already beneficially owned by the Buyer Group for a proposed
purchase price of US$3.70 per Ordinary Share or US$1.85 per ADS in
cash (the “Proposed Transaction”). A copy of the Proposal Letter is
attached hereto as Exhibit A.
According to the Proposal Letter, the Buyer Group intends to
fund the consideration payable in the Transaction primarily with
equity capital from the Buyer Group in the form of rollover capital
and cash contributions.
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 BlueCity Holdings Limited
BlueCity (NASDAQ: BLCT) is a world-leading online LGBTQ
community providing a comprehensive suite of services to foster
connections and enhance the wellbeing of the LGBTQ community. The
company fulfills both the daily and lifelong needs of its members
through a wide range of targeted and tailored services, including
social networking, livestreaming and health-related services. With
commitment to providing high-quality user experience, ensuring
privacy protection, and promoting community health and well-being,
BlueCity has captured the hearts and minds of LGBTQ people across
the globe. Available in 13 languages, BlueCity's mobile app Blued
has connected more than 60 million registered users in about 170
countries and regions.
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
“may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,”
“plan,” “believe,” “is/are likely to,” “potential,” “continue” and
similar statements. Among other things, business outlook and
quotations from management in this announcement, as well as
BlueCity’s strategic and operational plans, contain forward-looking
statements. BlueCity 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 BlueCity’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 statement, including but not limited to the
following: the Company’s goals and strategies; the Company’s
ability to retain and increase the number of users, paying members
and advertisers, and expand its product and service offerings; the
Company’s future business development, financial condition and
results of operations; the expected changes in the Company’s
revenues, costs or expenditures; the Company’s expectation
regarding the use of proceeds from its IPO; competition in the
Company’s industry and its popularity within the LGBTQ population;
and relevant government policies and regulations relating to the
Company’s industry; and the development and impacts of COVID-19.
Further information regarding these and other risks, uncertainties
or factors is included in the Company’s filings with the U.S.
Securities and Exchange Commission. All information provided in
this press release and in the attachments is current as of the date
of the press release, and the Company does not undertake any
obligation to update such information, except as required under
applicable law.
For more information, please contact:
In China:
BlueCity Holdings LimitedInvestor RelationsPhone: +86
10-5876-9662Email: ir@bluecity.com
The Blueshirt GroupMs. Ally WangPhone: +86
139-0106-6802Email: ally@blueshirtgroup.com
In the United States:
The Blueshirt GroupMs. Julia QianPhone: +1
973-619-3227Email: Julia@blueshirtgroup.com
Exhibit A
January 2, 2022
Board of Directors (the “Board”)BlueCity
Holdings Limited (the “Company”)Room 028, Tower B,
Block 2 No. 22 Pingguo Shequ, Bai Zi Wan RoadBeijing 100022People’s
Republic of China
Dear Members of the Board of Directors:
Mr. Baoli Ma, founder, chairman of the Board and
chief executive officer of the Company (the
“Founder”), and Spriver Tech Limited
(“Sponsor”, and together with the Founder, 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 two representing one Class A
ordinary share) that are not already beneficially owned by the
Buyer Group (the “Acquisition”) in a going private
transaction at a proposed purchase price of US$3.70 per Ordinary
Share or US$1.85 per 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:
- 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. The Acquisition will be in the form of a merger of
the Company with our acquisition vehicle.
- Purchase Price. We propose to
acquire all of the outstanding Ordinary shares of the Company and
the ADSs not already beneficially owned by members of the Buyer
Group at a purchase price equal to US$3.70 per Ordinary Share and
US$1.85 per ADS. Our proposed purchase price represents a premium
of approximately 27.78% to the volume-weighted average price of the
ADSs during the last 10 trading days.
- 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 commitment(s) 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.
- Process. 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. Given the involvement of the Founder,
we expect that the independent, disinterested members of the Board
will proceed to consider the proposed Transaction.
- Due Diligence. We are prepared to
move expeditiously to complete the proposed Transaction as soon as
practicable. We have engaged Simpson Thacher & Bartlett LLP as
our legal counsel and believe that, with the full cooperation of
the Company, we can complete customary commercial, legal, financial
and accounting due diligence for the Transaction, in a timely
manner and in parallel with discussions on the definitive
agreements.
- 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.
- Confidentiality. The Founder will,
as required by law, timely file an amendment to its 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.
- About the Sponsor. Spriver Tech
Limited, a company incorporated in the British Virgin Islands, is
the single largest shareholder of Newborn Town Inc., listed on the
Stock Exchange of Hong Kong with stock code 09911.
- Business and Operations of the
Company. The Founder owns approximately 30.81% of the issued and
outstanding shares of the Company and approximately 66.93% 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 or in any other transaction involving
the Company.
- 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/ Baoli Ma
/s/ Spriver Tech Limited
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