BEIJING, Aug. 11,
2023 /PRNewswire/ -- Chindata Group Holdings Limited
("Chindata Group" or the "Company") (Nasdaq: CD), a leading
carrier-neutral hyperscale data center solution provider in
Asia-Pacific emerging markets,
today announced that it has entered into an Agreement and Plan of
Merger (the "Merger Agreement") with BCPE Chivalry Bidco Limited
("Parent") and BCPE Chivalry Merger Sub Limited, a wholly owned
subsidiary of Parent ("Merger Sub"). Pursuant to the Merger
Agreement, Merger Sub will merge with and into the Company, with
the Company continuing as the surviving company and becoming a
wholly owned subsidiary of Parent (the "Merger"), in a transaction
implying an equity value of the Company of approximately
US$3.16 billion. As a result of the
Merger, the Company will become a wholly owned subsidiary of
Parent.
Pursuant to the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each Class A ordinary share, par
value US$0.00001 per share (each, a
"Class A Ordinary Share"), and each Class B ordinary share, par
value US$0.00001 per share (together
with the Class A Ordinary Shares, each, a "Share") issued and
outstanding immediately prior to the Effective Time, other than the
Excluded Shares, the Dissenting Shares (each as defined in the
Merger Agreement) and Shares represented by American depositary
shares of the Company (each, an "ADS", representing two Class A
Ordinary Shares), will be cancelled and cease to exist, in exchange
for the right to receive US$4.30 in
cash without interest and net of any applicable withholding taxes,
and each outstanding ADS, other than the ADSs representing the
Excluded Shares, together with each Share represented by such ADSs,
will be cancelled in exchange for the right to receive US$8.60 in cash without interest and net of any
applicable withholding taxes and certain fees to the ADS depositary
(the "Merger Consideration").
The Merger Consideration represents a 7.5% increase from the
purchase price contemplated by the preliminary non-binding proposal
letter delivered by BCPE Bridge Cayman, L.P. and BCPE Stack
Holdings, L.P. (collectively, the "Bain Shareholders") to the
Company on June 6, 2023. The Merger
Consideration also represents a premium of approximately 42.6% to
the closing price of the ADSs on June 5,
2023, the last trading day before the Company's receipt of
the preliminary non-binding proposal letter from the Bain
Shareholders, and a premium of approximately 48.7% to the
volume-weighted average trading price of the ADSs during the 30
trading days prior to and including June 5,
2023.
The Bain Shareholders and the other Investors (as defined in the
Merger Agreement) have entered into support agreements with Topco
and Parent, whereby, among other things, subject to the terms and
conditions of the applicable support agreement, the Investors (as
applicable) have agreed to (i) vote all the equity securities of
the Company beneficially owned by such Investors in favor of the
the authorization and approval of the Merger Agreement and the
consummation of the Merger, (ii) have all or a portion of the
Shares (including Shares represented by ADSs) beneficially owned by
such applicable Investors (the "Rollover Shares") cancelled at the
Effective Time for no consideration from the Company and receive
newly issued shares of Topco, and (iii) make or cause to be made
cash contribution in accordance with the equity commitment letters
and to subscribe for newly issued shares of Topco at or immediately
prior to the Effective Time. As of the date of this press release,
the Investors collectively beneficially own Shares representing
approximately 95.26% of the outstanding voting power of the Company
and approximately 65.67% of the outstanding Shares.
The Merger will be funded through a combination of (i) cash
contribution from the Sponsors (as defined in the Merger Agreement)
or their affiliates pursuant to their respective equity commitment
letters, (ii) debt financing provided by Shanghai Pudong
Development Bank Co., Ltd. Lujiazui Sub-branch
(上海浦东发展银行股份有限公司陆家嘴支行) and Industrial Bank Co., Ltd. Shanghai Branch (兴业银行股份有限公司上海分行) and (iii)
equity rollover by each of the Investors who are existing
shareholders of the Company of their respective Rollover
Shares.
The Company's board of directors, acting upon the unanimous
recommendation of a committee of independent directors established
by the board of directors (the "Special Committee"), approved the
Merger Agreement and the Merger, and resolved to recommend that the
Company's shareholders vote to authorize and approve the Merger
Agreement and the Merger. The Special Committee negotiated the
terms of the Merger Agreement with the assistance of its
independent financial advisor and legal advisors.
The Merger is currently expected to close during the fourth
quarter of 2023 or the first quarter of 2024 and is subject to
customary closing conditions, including among others,(i) that the
authorization and approval of the Merger Agreement by the
affirmative vote of shareholders representing at least two-thirds
of the voting power of the Shares present and voting in person or
by proxy at a general meeting of the Company's shareholders, and
(ii) that shareholders of the Company holding less than 12% of the
total issued and outstanding Shares immediately prior to the
Effective Time shall have validly served and not withdrawn a notice
of objection under Section 238(2) of the Companies Act (as amended)
of the Cayman Islands. If
completed, the Merger will result in the Company becoming a
privately held company and its ADSs will no longer be listed on the
NASDAQ Global Select Market.
Citigroup Global Markets Asia Limited is serving as the
independent financial advisor to the Special Committee. Gibson,
Dunn & Crutcher is serving as U.S. legal counsel to the Special
Committee. Certain legal matters with respect to the Cayman Islands law are advised by Maples and
Calder (Hong Kong) LLP. Certain
legal matters with respect to PRC law are advised by Haiwen &
Partners. Weil, Gotshal & Manges is serving as U.S. legal
counsel to Citigroup Global Markets Asia Limited.
Morgan Stanley Asia Limited is serving as the financial advisor
to the Bain Shareholders and their affiliates (the "Bain Parties").
Kirkland & Ellis is serving as U.S. legal counsel to the Bain
Parties. Conyers Dill & Pearman is serving as
Cayman Islands legal counsel to
the Bain Parties. King & Wood Mallesons is serving as PRC legal
counsel to the Bain Parties.
Additional Information About the Merger
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 6-K regarding the
Merger, which will include the Merger Agreement as an exhibit
thereto. All parties desiring details regarding the Merger are
urged to review these documents, which will be available at the
SEC's website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
to its shareholders a proxy statement that will include a copy of
the Merger Agreement. In addition, in connection with the Merger,
the Company and certain other participants in the Merger will
prepare and disseminate to the Company's shareholders a Schedule
13E-3 Transaction Statement that will include the Company's proxy
statement (the "Schedule 13E-3"). The Schedule 13E-3 will be filed
with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER
MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER,
AND RELATED MATTERS. Shareholders also will be able to obtain these
documents, as well as other filings containing information about
the Company, the Merger, and related matters, without charge from
the SEC's website (http://www.sec.gov).
This announcement is neither a solicitation of 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
materials that may be filed with or furnished to the SEC should the
proposed merger proceed.
About Chindata Group
Chindata Group is a leading carrier-neutral hyperscale data
center solution provider in Asia-Pacific emerging markets and a first
mover in building next-generation hyperscale data centers in
China, India and Southeast
Asia markets, focusing on the whole life cycle of facility
planning, investment, design, construction and operation of
ecosystem infrastructure in the IT industry. Chindata Group
provides its clients with business solutions in major countries and
regions in Asia-Pacific emerging
markets, including asset-heavy ecosystem chain services such as
industrial bases, data centers, network and IT value-added
services.
Chindata Group operates two sub-brands: "Chindata" and "Bridge
Data Centres". Chindata operates hyper-density IT cluster
infrastructure in the Greater Beijing
Area, the Yangtze River Delta Area and the Greater Bay Area,
the three key economic areas in China, and has become the engine of the
regional digital economies. Bridge Data Centres, with its top
international development and operation talents in the industry,
owns fast deployable data center clusters in Malaysia and India, and seeks business opportunities in
other Asia-Pacific emerging
markets.
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
business outlook and quotations from management in this
announcement, as well as Chindata Group's strategic and operational
plans, contain forward-looking statements. Chindata Group may also
make written or oral forward-looking statements in its periodic
reports to the U.S. Securities and Exchange Commission (the "SEC"),
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
Chindata Group'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: Chindata
Group's goals and strategies; its future business development,
financial condition and results of operations; the expected growth
and competition of the data center and IT market; its ability to
generate sufficient capital or obtain additional capital to meet
its future capital needs; its ability to maintain competitive
advantages; its ability to keep and strengthen its relationships
with major clients and attract new clients; its ability to locate
and secure suitable sites for additional data centers on
commercially acceptable terms; government policies and regulations
relating to Chindata Group's business or industry; general economic
and business conditions in the regions where Chindata Group
operates and globally and assumptions underlying or related to any
of the foregoing. Further information regarding these and other
risks is included in Chindata Group's filings with the SEC. All
information provided in this press release and in the attachments
is as of the date of this press release, and Chindata Group
undertakes no obligation to update any forward-looking statement,
except as required under applicable law.
For Enquiries, Please Contact:
Chindata IR Team
ir@chindatagroup.com
Mr. Dongning Wang
dongning.wang@chindatagroup.com
View original
content:https://www.prnewswire.com/news-releases/chindata-group-enters-into-definitive-agreement-for-going-private-transaction-301898975.html
SOURCE Chindata Group