Chindata Group Announces Shareholders’ Approval of Merger Agreement
04 Diciembre 2023 - 3:30PM
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 at an extraordinary general meeting of shareholders (the
“EGM”) held today, the Company’s shareholders voted in favor of,
among other things, the proposal to authorize and approve the
execution, delivery and performance of the previously announced
agreement and plan of merger, dated as of August 11, 2023 (the
“Merger Agreement”), among the Company, BCPE Chivalry Bidco
Limited, an exempted company with limited liability incorporated
under the laws of the Cayman Islands (“Parent”), and BCPE Chivalry
Merger Sub Limited, an exempted company with limited liability
incorporated under the laws of the Cayman Islands and a
wholly-owned subsidiary of Parent (“Merger Sub”), and the plan of
merger required to be filed with the Registrar of Companies of the
Cayman Islands (the “Plan of Merger”), pursuant to which Merger Sub
will be merged with and into the Company, with the Company
continuing as the surviving company and becoming a wholly owned
subsidiary of the Parent (the “Merger”), and to authorize and
approve the consummation of any and all transactions contemplated
by the Merger Agreement and the Plan of Merger, including the
Merger.
Approximately 91.70% of the Company’s total outstanding Class A
ordinary shares and Class B ordinary shares, par value US$0.00001
per share (each, a “Class A Share” and “Class B Share,”
respectively), including Class A Shares represented by the
Company’s American depositary shares (the “ADSs”), attended the EGM
by proxy. Each shareholder has one vote for each Class A Share or
15 votes for each Class B Share. These shares represented
approximately 98.85% of the total outstanding votes represented by
the Company’s total ordinary shares outstanding at the close of
business in the Cayman Islands on the record date of November 3,
2023. The Merger Agreement, the Plan of Merger and the transactions
contemplated thereby, including the Merger, were approved by over
97.75% of the total votes cast at the EGM.
The completion of the Merger is subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement. Under
Section 7.2(e) of the Merger Agreement, the obligations of Parent
and Merger Sub to consummate the Merger and the other transactions
contemplated by the Merger Agreement are subject to the condition
that shareholders of the Company holding less than 12% of the total
issued and outstanding shares of the Company immediately prior to
the effective time of the Merger shall have validly served and not
withdrawn a notice of objection under section 238(2) of the
Companies Act (As Revised) of the Cayman Islands (“Objection
Notices”). Prior to the EGM, the Company received Objection Notices
from holders of the Company’s Class A ordinary shares representing,
collectively, approximately 22.79% of the total issued and
outstanding shares of the Company. As a result, the closing
condition under Section 7.2(e) of the Merger Agreement is not
satisfied. The Company has formally requested that Parent and
Merger Sub waive this closing condition. However, the Company
cautions its shareholders and others considering trading its
securities that, due to the non-satisfaction of the closing
condition in Section 7.2(e) of the Merger Agreement, Parent and
Merger Sub are not obligated to consummate the Merger or the other
transactions contemplated by the Merger Agreement and that there is
no assurance that Parent and Merger Sub will waive such closing
condition.
If and when the Merger is completed, it would result in the
Company becoming a private company and its ADS would no longer be
listed or traded on any stock exchange, including the NASDAQ Global
Select Market, and the Company’s ADS program would be
terminated.
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 and network 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
Chindata (NASDAQ:CD)
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