UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE
13e-3 THEREUNDER
RULE 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange
Act of 1934
China Yida Holding, Co.
(Name of the Issuer)
China Yida Holding, Co.
China Yida Holding Acquisition Co.
Mr. Minhua Chen
Ms. Yanling Fan
(Names of Persons Filing Statement)
Common Stock, par value $0.001 par value
per share
(Title of Class of Securities)
98607B106
(CUSIP Number)
|
China Yida Holding, Co.
28/F, Yifa Building
No. 111 Wusi Road
Fuzhou, Fujian Provence
People’s Republic of China 350003
+(86) 591 2808 2230
|
|
Mr. Minuha Chen
c/o China Yida Holding, Co.
28/F, Yifa Building
No. 111 Wusi Road
Fuzhou, Fujian Provence
People’s Republic of China 350003
+(86) 591 2808 2230
|
|
Ms. Yanling Fan
c/o China Yida Holding, Co.
28/F, Yifa Building
No. 111 Wusi Road
Fuzhou, Fujian Provence
People’s Republic of China 350003
+(86) 591 2808 2230
|
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
With copies to:
|
Joseph Chan, Esq.
Sidley Austin LLP
Suite 2009, 5 Corporate Avenue
150 Hubin Road
Shanghai 200021 China
|
|
David Sass, Esq.
Steve Schuster, Esq.
McLaughlin & Stern, LLP
260 Madison Avenue
New York, NY 10024
|
This statement is filed in connection with (check the appropriate
box):
|
a
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þ
|
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
|
|
b
|
o
|
The filing of a registration statement under the Securities Act of 1933.
|
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c
|
o
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A tender offer
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d
|
o
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None of the above
|
Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
þ
Check
the following box if the filing is a final amendment reporting the results of the transaction:
o
|
Calculation of Filing Fee
|
|
|
Transactional Valuation*
|
|
|
Amount of Filing Fee**
|
|
|
$
|
5,468,000.16
|
|
|
$
|
550.63
|
|
* Calculated solely for the purposes
of determining the filing fee. The filing fee is calculated based on the sum of 1,646,988 shares of common stock issued and outstanding
as of March 30, 2016 (being the remainder of the 3,914,580 shares of common stock outstanding as of March 30, 2016 minus the 2,267,592
shares of common stock beneficially owned by the Principal Shareholders) multiplied by $3.32 per share Merger consideration (the
“
Transaction Valuation
”).
** The amount of the filing fee, calculated
in accordance with Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended and the Securities and
Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, was calculated by multiplying the Transaction Valuation by 0.0001007.
þ
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $550.63
Form or Registration No.: Schedule 14A—Preliminary Proxy Statement
Filing Party: China Yida Holding, Co.
Date Filed: April 15, 2016
TABLE
OF CONTENTS
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Item
1
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Summary
Term Sheet
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2
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Item
2
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Subject
Company Information
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2
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Item
3
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Identity
and Background of Filing Person
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2
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Item
4
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Terms
of the Transaction
|
3
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|
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Item
5
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Past
Contacts, Transactions, Negotiations and Agreements
|
4
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Item
6
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Purposes
of the Transaction and Plans or Proposals
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6
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Item
7
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Purposes,
Alternatives, Reasons and Effects
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6
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Item
8
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Fairness
of the Transaction
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8
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Item
9
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Reports,
Opinions, Appraisals and Negotiations
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9
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Item
10
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Source
and Amount of Funds or Other Consideration
|
10
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Item
11
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Interest
in Securities of the Subject Company
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10
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Item
12
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The
Solicitation or Recommendation
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11
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Item
13
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Financial
Statements
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11
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Item
14
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Persons/Assets,
Retained, Employed, Compensated or Used
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12
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Item
15
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Additional
Information
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12
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Item
16
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Exhibits
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12
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INTRODUCTION
This
Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “
Transaction Statement
”),
is being filed with the Securities and Exchange Commission (the “
SEC
”) pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”), jointly by the following persons (each, a “
Filing
Person
,” and collectively, the “
Filing Persons
”):
|
|
●
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China
Yida Holding, Co. (the “
Company
”);
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|
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●
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China
Yida Holding Acquisition Co. (“
Acquisition
”);
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●
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Mr.
Minhua Chen (“
Mr. Chen
”); and
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|
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●
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Ms.
Yanling Fan (“
Ms. Fan
”).
|
In
this Transaction Statement, we refer to Mr. Minhua Chen and Ms. Yanling Fan collectively as the “
Principal Shareholders
.”
We refer to the Principal Shareholders, Acquisition and their affiliates collectively as the “
Buyer Group
”.
On
March 8, 2016, the Company entered into an agreement and plan of merger with China Yida Holding Acquisition Co. (“
Acquisition
”),
a Corporation organized under the laws of the State of Nevada. On April 12, 2016, having determined that a merger in which the
Company survives is a more efficient structure, the Company and Acquisition agreed to enter into an amended and restated agreement
and plan of merger (the “
Merger Agreement
”). Under the terms of the Merger Agreement, Acquisition will be merged
with and into the Company (the “
Merger
”), with the Company surviving the Merger. Acquisition is wholly-owned
by Mr. Chen and Ms. Fan as of the date of this Transaction Statement. The Merger is a going private transaction by the Buyer Group.
If
the Merger is approved by the required stockholder approval and consummated, each of the Company’s shares of common stock
(the “
Company Common Stock
”) issued and outstanding immediately prior to the effective time of the Merger (the
“
Shares
”) will be cancelled and automatically converted into the right to receive US$3.32 in cash without interest,
except for Shares (the “
Principal Shares
”) owned by the Principal Shareholders. After completion of the Merger,
the Principal Shares will be the only issued and outstanding shares of the surviving company. Shares with respect to which dissenters’
rights have been properly exercised and not withdrawn or lost will be cancelled in consideration for the right to receive the
fair value of such dissenting shares in accordance with the Nevada Revised Statutes.
The
Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining
the requisite approval of the stockholders of the Company. The Merger Agreement must be approved by the affirmative vote
(in person or by proxy) of the holders of at least a majority of the outstanding shares of Company Common Stock in accordance
with the Company’s articles of incorporation and bylaws and the Nevada Revised Statutes. As of March 30, 2016, the
Principal Shareholders, as a group, beneficially owned 2,267,592 shares of Company Common Stock, which represent approximately
57.9% of the total outstanding shares of the Company Common Stock. The Principal Shareholders have agreed, under a voting
agreement dated April 12, 2016 (the “
Voting Agreement
”), to vote all the shares of Company Common Stock beneficially
owned by them in favor of the proposal to approve the Merger Agreement.
Concurrently
with the filing of this Schedule 13E-3, the Company is filing a preliminary proxy statement (the “
Preliminary Proxy
Statemen
t”) under Regulation 14A of the Exchange Act, relating to a special meeting of the stockholders of the Company
at which the stockholders of the Company will consider and vote upon a proposal to approve the Merger Agreement and to approve
the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are
insufficient votes at the time of the special meeting to approve the Merger Agreement. The cross reference sheet below is being
supplied pursuant to General Instruction G to Schedule 13E-3 and shows the location in the Preliminary Proxy Statement of
the information required to be included in response to the items of Schedule 13E-3. The information set forth in the Preliminary
Proxy Statement, including all annexes thereto, is hereby incorporated herein by reference, and the responses to each such item
in this Transaction Statement are qualified in their entirety by the information contained in the Preliminary Proxy Statement
and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Preliminary
Proxy Statement.
All
information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.
|
Item 1
|
Summary
Term Sheet
|
The
information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
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Item
2
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Subject
Company Information
|
(a)
Name
and Address
. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein
by reference:
|
|
●
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“The
Merger—The Parties”
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(b)
Securities
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
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●
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“Questions
and Answers about the Special Meeting and the Merger”
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●
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“The
Special Meeting—Record Date and Quorum”
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●
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“Security
Ownership of Certain Beneficial Owners and Management of the Company”
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●
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“Common
Stock Transaction Information”
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(c)
Trading
Market and Price
. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated
herein by reference:
|
|
●
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“Common
Stock Transaction Information”
|
(d)
Dividends
.
The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:
|
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●
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“Common
Stock Transaction Information”
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(e)
Prior
Public Offerings
. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated
herein by reference:
|
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●
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“Common
Stock Transaction Information”
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(f)
Prior
Stock Purchases
. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated
herein by reference:
|
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●
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“Common
Stock Transaction Information”
|
|
Item
3
|
Identity
and Background of Filing Person
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(a)
Name
and Address
. China Yida Holding, Co. is the subject company. The information set forth in the Preliminary Proxy Statement
under the following captions is incorporated herein by reference:
|
|
●
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“The
Merger—The Parties”
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●
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“Annex
C—Directors and Executive Officers of Each Filing Person”
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(b)
Business
and Background of Entities
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
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●
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“The
Merger—The Parties”
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●
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“Annex
C—Directors and Executive Officers of Each Filing Person”
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(c)
Business
and Background of Natural Persons
. The information set forth in the Preliminary Proxy Statement under the following captions
is incorporated herein by reference:
|
|
●
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“The
Merger—The Parties”
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●
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“Annex
C—Directors and Executive Officers of Each Filing Person”
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Item
4
|
Terms
of the Transaction
|
(a)-(1)
Material
Terms —Tender Offers
. Not applicable.
(a)-(2)
Material
Terms—Mergers or Similar Transactions
. The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
|
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
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●
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“The
Merger—Background of the Merger”
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●
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“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
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●
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“The
Merger—Reasons of the Buyer Group for the Merger”
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●
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“The
Merger—Position of the Buyer Group as to the Fairness of the Merger”
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●
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“The
Agreement and Plan of Merger”
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●
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“Certain
Material U.S. Federal Income Tax Consequences”
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●
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“Certain
Material PRC Income Tax Consequences”
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●
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“Annex
A—The Amended and Restated Agreement and Plan of Merger”
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(c)
Different
Terms
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
|
●
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“The
Merger—Interests of Certain Persons in the Merger”
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●
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“The
Merger—Effect of the Merger on the Company”
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●
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“The
Merger—Financing of the Merger”
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●
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“The
Merger—Voting Agreement”
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●
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“The
Agreement and Plan of Merger”
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●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(d)
Appraisal
Rights
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by
reference:
|
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
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●
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“Dissenter’s
Rights for Holders of Common Stock”
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●
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“Annex
E—Nevada Rights of Dissenting Owners”
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(e)
Provisions
for Unaffiliated Security Holders
. The information set forth in the Preliminary Proxy Statement under the following caption
is incorporated herein by reference:
|
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●
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“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
There
have been no other provisions in connection with the Merger to grant unaffiliated security holders access to the corporate files
of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.
(f)
Eligibility
for Listing or Trading
. Not applicable.
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Item
5
|
Past
Contacts, Transactions, Negotiations and Agreements
|
(a)
Transactions
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
|
●
|
“The
Merger—Background of the Merger”
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|
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●
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“The
Merger—Interests of Certain Persons in the Merger”
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●
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“The
Merger—Relationship between Company and Buyer Group”
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●
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“The
Agreement and Plan of Merger”
|
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●
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“Common
Stock Transaction Information”
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●
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“Annex
A—The Amended and Restated Agreement and Plan of Merger”
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(b)
Significant
Corporate Events
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
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“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
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●
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“The
Merger—Reasons of the Buyer Group for the Merger”
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●
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“The
Merger—Position of the Buyer Group as to the Fairness of the Merger”
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●
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“The
Merger—Effect of the Merger on the Company”
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●
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“The
Merger—Financing of the Merger”
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●
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“The
Merger—Limited Guarantee”
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●
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“The
Merger—Voting Agreement”
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●
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“The
Merger—Limitation of Liability”
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●
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“The
Merger—Interests of Certain Persons in the Merger”
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●
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“The
Special Meeting—Vote Required”
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●
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“The
Agreement and Plan of Merger”
|
|
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●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(c)
Negotiations
or Contacts
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(e)
Agreements
Involving the Subject Company’s Securities
. The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Plans for the Company after the Merger”
|
|
|
●
|
“The
Merger—Financing of the Merger”
|
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
|
●
|
“The
Merger—Limited Guarantee”
|
|
|
●
|
“The
Merger—Voting Agreement”
|
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
|
●
|
“Common
Stock Transaction Information”
|
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
|
Item
6
|
Purposes
of the Transaction and Plans or Proposals
|
(b)
Use
of Securities Acquired
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
|
●
|
“The
Merger—Effect of the Merger on the Company”
|
|
|
●
|
“The
Merger—Plans for the Company after the Merger”
|
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(c)(1)-(8)
Plans
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
●
|
“The
Merger—Reasons of the Buyer Group for the Merger”
|
|
|
●
|
“The
Merger—Effect of the Merger on the Company”
|
|
|
●
|
“The
Merger—Plans for the Company after the Merger”
|
|
|
●
|
“The
Merger—Financing of the Merger”
|
|
|
●
|
“The
Merger—Voting Agreement”
|
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
|
●
|
“The
Merger—Delisting and Deregistration of the Company Common Stock”
|
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
|
Item
7
|
Purposes,
Alternatives, Reasons and Effects
|
(a)
Purposes
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
●
|
“The
Merger—Reasons of the Buyer Group for the Merger”
|
|
|
●
|
“The
Merger—Effect of the Merger on the Company”
|
|
|
●
|
“The
Merger—Plans for the Company after the Merger”
|
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(b)
Alternatives
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
●
|
“The
Merger—Reasons of the Buyer Group for the Merger”
|
|
|
●
|
“The
Merger—Position of the Buyer Group as to the Fairness of the Merger”
|
|
|
●
|
“The
Merger—Effects on the Company if the Merger is not Completed”
|
|
|
●
|
“The
Merger—Alternatives to the Merger”
|
(c)
Reasons
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
●
|
“The
Merger—Opinion of the Special Committee’s Financial Advisor”
|
|
|
●
|
“The
Merger—Reasons of the Buyer Group for the Merger”
|
(d)
Effects
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
●
|
“The
Merger—Effect of the Merger on the Company”
|
|
|
●
|
“The
Merger—Plans for the Company after the Merger”
|
|
|
●
|
“The
Merger—Effects on the Company if the Merger is not Completed”
|
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
|
●
|
“The
Merger—Delisting and Deregistration of the Company Common Stock”
|
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
|
●
|
“Certain
Material U.S. Federal Income Tax Consequences”
|
|
|
●
|
“Certain
Material PRC Income Tax Consequences”
|
|
|
●
|
“Dissenter’s
Rights for Holders of Common Stock”
|
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
|
|
●
|
“Annex
E— Nevada Rights of Dissenting Owners”
|
|
Item
8
|
Fairness
of the Transaction
|
(a)-(b)
Fairness;
Factors Considered in Determining Fairness
. The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
●
|
“The
Merger—Opinion of the Special Committee’s Financial Advisor”
|
|
|
●
|
“The
Merger—Position of the Buyer Group as to the Fairness of the Merger”
|
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
|
●
|
“Annex
B—Opinion of ROTH Capital Partners.”
|
|
|
●
|
“Annex
E— Nevada Rights of Dissenting Owners”
|
(c)
Approval
of Security Holders
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
|
●
|
“The
Special Meeting—Vote Required”
|
|
|
●
|
“The
Special Meeting—Record Date and Quorum”
|
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(d)
Unaffiliated
Representative
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
●
|
“The
Merger—Opinion of the Special Committee’s Financial Advisor”
|
|
|
●
|
“Annex
B—Opinion of ROTH Capital Partners”
|
(e)
Approval
of Directors
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
(f)
Other
Offers
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by
reference:
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
Item
9
|
Reports,
Opinions, Appraisals and Negotiations
|
(a)
Report,
Opinion or Appraisal
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Opinion of the Special Committee’s Financial Advisor”
|
|
|
●
|
“Annex
B—Opinion of ROTH Capital Partners”
|
(b)
Preparer
and Summary of the Report, Opinion or Appraisal
. The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
|
|
●
|
“The
Merger—Opinion of the Special Committee’s Financial Advisor”
|
|
|
●
|
“Annex
B—Opinion of ROTH Capital Partners”
|
(c)
Availability
of Documents
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
●
|
“Where
You Can Find More Information”
|
The
reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive
offices of the Company during its regular business hours by any interested holder of the shares of Company Common Stock or his,
her or its representative who has been so designated in writing.
|
Item
10
|
Source
and Amount of Funds or Other Consideration
|
(a)
Source
of Funds
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
|
●
|
“The
Merger—Financing of the Merger”
|
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(b)
Conditions
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
|
●
|
“The
Merger—Financing of the Merger”
|
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(c)
Expenses
.
The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:
|
|
●
|
“The
Merger—Effects on the Company if the Merger is not Completed”
|
|
|
●
|
“The
Merger—Fees and Expenses”
|
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(d)
Borrowed
Funds.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
|
●
|
“The
Merger—Financing of the Merger”
|
|
Item
11
|
Interest
in Securities of the Subject Company
|
(a)
Securities
Ownership
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
|
●
|
“Security
Ownership of Certain Beneficial Owners and Management of the Company”
|
(b)
Securities
Transactions
. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein
by reference:
|
|
●
|
“Common
Stock Transaction Information”
|
|
Item
12
|
The
Solicitation or Recommendation
|
(d)
Intent
to Tender or Vote in a Going-Private Transaction
. The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
|
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
●
|
“The
Merger—Financing of the Merger”
|
|
|
●
|
“The
Merger—Voting Agreement”
|
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
|
●
|
“The
Special Meeting—Vote Required”
|
|
|
●
|
“Security
Ownership of Certain Beneficial Owners and Management of the Company”
|
(e)
Recommendations
of Others
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
●
|
“The
Merger—Position of the Buyer Group as to the Fairness of the Merger”
|
|
Item
13
|
Financial
Statements
|
(a)
Financial
Information
. The audited financial statements of the Company for the fiscal year ended December 31, 2015 are incorporated
herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed on March
30, 2016 (see page F-1 and following pages).
The
information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
|
●
|
“Selected
Financial Information”
|
|
|
●
|
“Where
You Can Find More Information”
|
(b)
Pro
Forma Information
. Not applicable.
|
Item
14
|
Persons/Assets,
Retained, Employed, Compensated or Used
|
(a)
Solicitation
or Recommendations
. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated
herein by reference:
|
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
|
●
|
“The
Merger—Background of the Merger”
|
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
●
|
“The
Merger—Fees and Expenses”
|
|
|
●
|
“The
Special Meeting—Proxies and Revocation”
|
(b)
Employees
and Corporate Assets
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
|
●
|
“Annex
C—Directors and Executive Officers of Each Filing Person”
|
|
Item
15
|
Additional
Information
|
(b)
Other
Material Information
. The information contained in the Preliminary Proxy Statement, including all annexes thereto, is incorporated
herein by reference.
The
exhibits to this Transaction Statement are listed in the Exhibit Index, which appears elsewhere herein and is incorporated herein
by reference.
SIGNATURES
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
April 15, 2016
|
|
China
Yida Holding, Co.
|
|
|
|
|
|
|
By:
|
/s/
Renjiu Pei
|
|
|
Name:
|
Renjiu
Pei
|
|
|
Title:
|
Director
and Chair of Special Committee
|
|
|
China
Yida Acquisition Holding Co.
|
|
|
|
|
|
|
By:
|
/s/
Minhua Chen
|
|
|
Name:
|
Minhua
Chen
|
|
|
Title:
|
Director
|
|
|
Minhua
Chen
|
|
|
|
|
|
By:
|
/s/
Minhua Chen
|
|
|
Yanling
Fan
|
|
|
|
|
|
By:
|
/s/
Yanling Fan
|
Exhibit
Index
(a)-(1)
Preliminary Proxy Statement of China Yida Holding, Co., incorporated by reference to the Schedule 14A filed with the SEC on April
15, 2016.
(a)-(2)
Notice of Special Meeting of Stockholders of the Company, incorporated herein by reference to the Preliminary Proxy Statement.
(a)-(3)
Form of Proxy Card, incorporated herein by reference to the Preliminary Proxy Statement.
(a)-(4)
Press Release issued by the Company, dated March 10, 2016, incorporated herein by reference to Exhibit 99.1 to the Current Report
on Form 8-K filed by the Company with the SEC on March 10, 2016.
(c)-(1)
Opinion of ROTH Capital Partners, dated March 8, 2016, incorporated herein by reference to Annex B to the Preliminary Proxy Statement.
(c)-(2)
Presentation Materials prepared by ROTH Capital Partners for discussion with the Special Committee, dated March 8, 2016.
(d)-(1)
Amended and Restated Agreement and Plan of Merger, dated as of April 12, 2016, between the Company and Acquisition, incorporated
herein by reference to Annex A to the Preliminary Proxy Statement.
(d)-(2)
Voting Agreement, dated April 12, 2016, by the Acquisition and the Principal Shareholders, incorporated herein by reference to
Exhibit 9.1 to the Current Report on Form 8-K filed by the Company with the SEC on April 13, 2016.
(d)-(3)
Amended and Restated Limited Guarantee, dated as of April 12, 2016 by Mr. Chen and Ms. Fan in favor of the Company, incorporated
herein by reference to Exhibit 9.2 to the Current Report on Form 8-K filed by the Company with the SEC on April 13, 2016.
(f)
A detailed statement describing stockholders’ appraisal rights and the procedures for exercising those appraisal rights
is included as Annex E to the Agreement and Plan of Merger, and is incorporated herein by reference.
(g)
Not applicable.
Fairness Opinion Presentation to the Special Committee of the Board of Directors of China Yida Holding, Co. March 8, 2016 | March 8, 2016 CONFIDENTIAL
2 | March 8, 2016 CONFIDENTIAL This presentation was prepared by ROTH Capital Partners, LLC (“ROTH”) and provided to the Special Committee of the Board of Directors of China Yida Holding, Co . (the “Company”) in connection with their consideration of a potential “go - private” transaction . This presentation has been provided to the Board of Directors by ROTH and may not be used or relied upon by any other person for any purpose without the written consent of ROTH . The information contained herein is confidential . By accepting this presentation you agree to use it for informational purposes only and will not disclose any such information to any other party without the written consent of ROTH . This presentation has not been prepared with a view toward public disclosure under state or federal securities laws or otherwise . Reproduction, dissemination, quotation, summarization or reference to this presentation without our written consent is prohibited . The information utilized in preparing this presentation was obtained from the Company and other public sources . ROTH assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects . To the extent such information includes estimates and/or forecasts of future performance prepared by Company management, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of Company management . No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past or the future . ROTH has no obligation, express or implied, to update any or all of the information contained in this presentation or to advise you of any changes . Because this presentation was prepared for use in the context of an oral presentation to the Special Committee of the Board of Directors, which is familiar with the business and affairs of the Company, ROTH does not take any responsibility for the accuracy or completeness of any of the material included in this presentation if used by persons other than the Special Committee of the Board of Directors . This presentation is not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter . Prior to entering into any transaction the Company and the Special Committee of the Board of Directors should determine, without reliance on ROTH, the economic merits and risks as well as the legal, tax and accounting consequences of any such transaction . This presentation does not constitute an opinion and ROTH’s only opinion is the written opinion that is to be rendered to the Special Committee of the Board of Directors . In preparing this presentation, ROTH has made certain assumptions regarding the information contained herein and certain limitations apply to such information . For a detailed description of these assumptions and limitations, we refer you to the written fairness opinion to be delivered to the Special Committee of the Board of Directors by ROTH .
3 | March 8, 2016 CONFIDENTIAL Table of Contents I. Transaction Overview II. Situation Overview III. Valuation Analysis
4 | March 8, 2016 CONFIDENTIAL I. Transaction Overview 4
5 | March 8, 2016 CONFIDENTIAL Transaction Overview Implied Purchase Price Valuation Transaction Value Valuation Summary (in millions except per share amounts) (in millions except per share amounts and percentages) Proposed Per Share Offer Price $3.32 Proposed Per Share Offer Price $3.32 Share Price Day Prior to Offer 2 $3.02 Diluted Share Count 1 3.9 Premium 3 Price Premium to 1 - Day Prior $3.02 9.9% Implied Equity Value $13.0 Premium to 7 - Days Prior $2.99 11.2% Premium to 30 - Days Prior $3.21 3.4% (+) Debt $126.4 Enterprise Value to Revenue Revenue ( - ) Cash $2.0 Enterprise Value / LTM Revenue 4 $14.8 9.3x Implied Enterprise Value $137.4 Enterprise Value / 2015E Revenue 5 $11.6 11.8x Enterprise Value / 2016E Revenue 5 $10.4 13.2x Enterprise Value / 2017E Revenue 5 $9.4 14.6x Enterprise Value to EBITDA EBITDA Enterprise Value / LTM EBITDA 4 ($2.2) NM Enterprise Value / 2015E EBITDA 5 ($6.2) NM Enterprise Value / 2016E EBITDA 5 ($5.5) NM Enterprise Value / 2017E EBITDA 5 ($5.5) NM Price to Earnings Earnings Price to LTM Earnings 4 ($20.1) NM Price to 2015 Earnings 5 ($24.1) NM Price to 2016 Earnings 5 ($24.4) NM Price to 2017 Earnings 5 ($25.4) NM Price to Book Value 4 Book Value Book Value $87.6 0.1x Tangible Book Value $43.7 0.3x EV/ Tangible Book $43.7 3.1x 1) Provided by management. Includes common and vested options. Unvested options do not receive consideration 2) As of 10/23/15 3) Source: CapIQ 4) LTM results as of 09/30/15 5) Based on company projections
6 | March 8, 2016 CONFIDENTIAL II. Situation Overview 6
7 | March 8, 2016 CONFIDENTIAL 0 200,000 400,000 600,000 800,000 1,000,000 1,200,000 $0.00 $10.00 $20.00 $30.00 $40.00 $50.00 $60.00 $70.00 $80.00 China Yida Volume China Yida Share Pricing August 26, 2014 Fujian Taining Golden Lake Tourism Economic Development Industrial Co. acquired Fujian Jintai Tourism Industrial Development Co. for approximately $37.2mm June 3, 2013 Anhui Xingguang Investment Group acquired remaining 60% stake in Anhui Yida Tourism Development Co. for $9.8mm March 9, 2011 China Yida appointed Mr. Laihong Wang as head of the newly formed tourism marketing center. Several other senior managers from Hengdian also joined China Yida . Situation Overview 5 Year Annotated Stock Chart
8 | March 8, 2016 CONFIDENTIAL Five Year Relative Stock Price Performance Situation Overview 5 Year Relative Performance Source: Capital IQ (93.7%) 75.4% 62.8% (150%) (100%) (50%) 0% 50% 100% 150% China Yida Share Pricing S&P 500 Index Russell 2000 Index
9 | March 8, 2016 CONFIDENTIAL III. Valuation Analysis 9
10 | March 8, 2016 CONFIDENTIAL Comparable Companies Premiums Paid Analysis ▪ Compared China Yida’s offer multiple against the multiples of comparable companies. ▪ Compared against similar companies in the following groups: • Hotels, resorts and cruise lines • Amusement parks ▪ Analyzed premiums paid for acquisitions in the industry from 01/01/00 to Present ▪ ROTH analyzed premiums paid to: ▪ 1 - Day Prior ▪ 7 - Days Prior ▪ 30 - Day Prior Precedent Transactions Other Data and Considerations ▪ Compared China Yida’s offer multiple against multiples paid in comparable transactions. ▪ Reviewed comparable transactions from 01/01/10 to Present in the hotels, resorts, cruise lines and amusement parks industry where there was a change of control. ▪ ROTH also considered the following other facts and data: • High and low trading prices for China Yida’s stock over the 52 weeks prior to 10/23/15 • Insiders and Pope Asset Mgmt. control about 81.4% of the Company; this further limits alternatives available to public float shareholders who collectively represent less than 18.6% of total shares outstanding • Stock has significantly underperformed various benchmarks • Chinese “go - private” transactions • China Yida’s ROA analysis results in a negative return on assets • ROTH did not perform a DCF analysis on the Company’s projections as the result would have been negative Valuation Analysis Valuation Methodologies and Key Assumptions
11 | March 8, 2016 CONFIDENTIAL Summary of Valuation 1) Publicly traded companies that own and operate hotels, resorts, amusement parks and cruise lines 2) Transactions in the hotels, cruise lines, resorts and amusement parks space from 01/01/10 - Present with publicly available data 3) From 01/01/00 - Present in the amusement parks space 4) Transactions from 01/01/09 - Present 5) Source: CapitalIQ . 10/23/14 - 10/23/15 I. Comparable Public Company Trading Analysis 1 III. Premiums Paid Analysis 3 Min 25th PCTL Median 75th PCTL Max Transaction Multiples Min 25th PCTL Median 75th PCTL Max Transaction Premiums (%) EV/LTM REV 0.3x 0.8x 1.7x 2.5x 5.1x 9.3x 1 - Day Prior (%) (63.9) (9.2) 5.9 21.4 45.9 9.9% EV/2015 REV 0.3x 0.3x 0.9x 3.8x 5.2x 11.8x 7 - Days Prior (%) (64.3) (7.0) 14.6 28.1 41.6 11.2% EV/2016 REV 0.2x 0.3x 0.7x 3.6x 4.8x 13.2x 30 - Days Prior (%) (65.0) (10.3) 19.5 33.5 41.7 3.4% EV/2017 REV 0.1x 0.3x 0.7x 3.5x 4.6x 14.6x EV/LTM EBITDA 6.2x 7.1x 7.9x 12.2x 14.7x NM EV/2015 EBITDA 6.2x 8.2x 10.2x 11.9x 13.7x NM EV/2016 EBITDA 5.0x 7.4x 9.8x 11.0x 12.3x NM EV/2017 EBITDA 4.4x 6.9x 9.3x 10.3x 11.4x NM P/LTM E 7.7x 9.9x 22.6x 30.5x 60.8x NM P/2015 E 22.4x 25.2x 28.1x 31.0x 33.8x NM P/2016 E 16.9x 19.9x 22.9x 26.0x 29.0x NM P/2017 E 15.7x 18.5x 21.4x 24.3x 27.1x NM EV/T. Book 1.1x 1.1x 1.5x 2.1x 2.9x 0.3x II. Selected Precedent Transactions 2 IV. China Go Privates 4 Min 25th PCTL Median 75th PCTL Max Transaction Multiples Min 25th PCTL Median 75th PCTL Max Transaction Metrics EV/LTM REV 0.3x 1.3x 2.0x 4.5x 19.9x 9.3x EV/LTM REV 0.1x 0.6x 1.2x 2.4x 47.5x 9.3x EV/LTM EBITDA 3.7x 8.7x 15.7x 19.8x 47.8x NM EV/LTM EBITDA 0.5x 5.1x 7.8x 13.7x 141.0x NM P/LTM E 9.2x 16.1x 29.6x 36.6x 49.3x NM 1 - Day Prior (11.4%) 17.6% 22.9% 39.0% 306.3% 9.9% P/Book 0.4x 1.4x 2.0x 3.7x 6.8x 0.1x 30 - Day VWAP (17.0%) 17.8% 26.7% 41.5% 312.3% 4.8% V. 52 - Week High - Low 5 High Low Transaction Price China Yida Stock Price $4.50 $1.92 $3.32
12 | March 8, 2016 CONFIDENTIAL $11.5 $4.0 $3.0 $2.4 $47.8 $19.8 $244.4 $135.2 $135.3 $135.7 $8.6 $136.3 $136.8 $131.9 $37.4 $44.0 $38.1 $33.0 $91.8 $66.8 $451.1 $138.8 $139.4 $141.2 $35.9 $136.4 $136.9 $142.0 $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 $500 EV/LTM REV EV/2015 REV EV/2016 REV EV/2017 REV EV/T. Book EV/LTM REV P/Book 1-Day Prior 7-Days Prior 30-Days Prior EV/LTM REV 1-Day Prior 30-Day VWAP High/Low Public Comps Precedents Premiums Paid Go-privates 52- Week Valuation Range 1 Implied EV: $137.4 1) Based on 25th - 75th percentile
13 | March 8, 2016 CONFIDENTIAL Valuation Analysis Comparable Company Multiples Source: Capital IQ & Bloomberg. Projected financials based on median analyst estimates Enterprise Value = Market Cap + Debt – Cash. All values in millions LTM as of 09/30/15 All EV/EBITDA multiples less than 0 or greater than 50 are considered "NM" All P/E multiples less than 0 or greater than 100 are considered "NM" Diluted Share Price Mkt. Cap TEV EV/Revenue EV/EBITDA P/Earnings Proj. Growth LTM Margins (%) ROA EV/ Company Ticker Shares 03/07/16 03/07/16 03/07/16 LTM CY 2015 CY 2016 CY 2017 LTM CY 2015 CY 2016 CY 2017 LTM CY 2015 CY 2016 CY 2017 15 - 16 16 - 17 Gross EBITDA Net % T. Book Parks! America PRKA 74.4 $0.08 $6.2 $9.5 2.1x NA NA NA 7.8x NA NA NA 10.1x NA NA NA NA NA 87.6 27.1 13.6 7.8 2.9x Leofoo TSEC:2705 330.3 $0.32 $106.5 $170.9 1.9x NA NA NA 14.7x NA NA NA 9.8x NA NA NA NA NA 34.4 13.2 12.3 0.6 1.1x IFA Hotel DB:IFA 19.5 $6.04 $118.1 $195.2 1.4x NA NA NA 6.2x NA NA NA 7.7x NA NA NA NA NA 31.3 23.2 11.4 3.8 1.1x Tuniu TOUR 95.5 $9.55 $912.0 $399.5 0.3x 0.3x 0.2x 0.1x NM NM NM NM NM NM NM NM 85.4% 37.5% 4.8 (18.9) (19.1) (18.5) 1.1x Aeon Fantasy TSE:4343 19.7 $18.32 $360.5 $408.2 0.9x 0.9x 0.7x 0.7x 7.9x NA NA NA 60.8x NA NA NA 25.9% 7.5% 10.0 11.7 1.3 3.2 2.2x H.I.S . TSE:9603 69.0 $27.30 $1,884.7 $1,393.7 0.3x 0.3x 0.3x 0.3x 6.4x 6.2x 5.0x 4.4x 22.6x NA NA NA 9.4% 12.7% 20.4 5.0 1.9 4.0 1.9x Cedar Fair FUN 55.8 $57.71 $3,220.9 $4,683.1 3.8x 3.8x 3.6x 3.5x 10.6x 10.2x 9.8x 9.3x 28.7x 22.4x 16.9x 15.7x 3.9% 3.9% 49.6 35.8 9.1 9.8 NM Six Flags SIX 95.6 $52.21 $4,991.2 $6,398.5 5.1x 5.2x 4.8x 4.6x 13.8x 13.7x 12.3x 11.4x 32.3x 33.8x 29.0x 27.1x 6.9% 4.8% 55.2 36.6 12.2 9.2 NM Min 19.5 $0.08 $6.2 $9.5 0.3x 0.3x 0.2x 0.1x 6.2x 6.2x 5.0x 4.4x 7.7x 22.4x 16.9x 15.7x 3.9% 3.9% 4.8 (18.9) (19.1) (18.5) 1.1x 25th PCTL 46.8 $4.61 $115.2 $189.1 0.8x 0.3x 0.3x 0.3x 7.1x 8.2x 7.4x 6.9x 9.9x 25.2x 19.9x 18.5x 6.9% 4.8% 17.8 10.0 1.8 2.5 1.1x Median 71.7 $13.93 $636.3 $403.8 1.7x 0.9x 0.7x 0.7x 7.9x 10.2x 9.8x 9.3x 22.6x 28.1x 22.9x 21.4x 9.4% 7.5% 32.9 18.2 10.2 3.9 1.5x 75th PCTL 95.5 $33.53 $2,218.7 $2,216.1 2.5x 3.8x 3.6x 3.5x 12.2x 11.9x 11.0x 10.3x 30.5x 31.0x 26.0x 24.3x 25.9% 12.7% 51.0 29.3 12.3 8.1 2.1x Max 330.3 $57.71 $4,991.2 $6,398.5 5.1x 5.2x 4.8x 4.6x 14.7x 13.7x 12.3x 11.4x 60.8x 33.8x 29.0x 27.1x 85.4% 37.5% 87.6 36.6 13.6 9.8 2.9x China Yida CNYD 3.9 $3.32 $13.0 $137.4 9.3x 11.8x 13.2x 14.6x NM NM NM NM NM NM NM NM (10.0%) (10.0%) 36.5 (15.0) (135.5) (3.2) 3.1x
14 | March 8, 2016 CONFIDENTIAL Valuation Analysis Precedent Transactions 1,2 1) ROTH analyzed transactions in the Leisure, Tourism, Hotels, Amusement Parks, Resorts & Cruise Lines space from 01/01/10 - Present that had publicly available data 2) EV/REV, EV/EBITDA and P/E multiples greater than 25x, 50x and 100x, respectively, are considered "NM" Closed Date Target Buyer Transaction Value ($M) EV/LTM REV EV/LTM EBITDA P/LTM E P/BV 12/31/15 HNA Innovation HNA Tourism Holding $115.4 NM - NM 3.6x 12/18/15 China Intl. Travel Nanhua $416.6 2.1x 19.6x 31.2x 4.5x 12/09/15 Kuoni Travel Thomas Cook $80.4 0.3x 17.6x - - 11/13/15 USJ NBCUniversal $1,500.0 2.6x - - - 09/24/15 Euro Disney EDL Holding $107.2 1.4x 15.8x - 1.7x 05/26/15 Shanghai Oriental Pearl Shanghai Oriental Pearl Media $8,869.6 9.7x 39.1x 39.8x 5.1x 04/30/15 BHG S.A. - Brazil Hospitality Latin America Hotels $489.4 4.7x 17.3x - 1.1x 03/20/15 HANATOUR Service STIC Investments $15.4 1.9x 15.7x 28.1x 5.2x 12/05/14 Hurtigruten TDR Capital $856.0 1.5x 7.9x 17.2x 2.7x 06/24/14 Co - operative Travel Mawasem Travel & Tourism $22.7 1.2x - - - 03/31/14 China United Travel Xiamen Dangdai $48.2 17.5x - NM 3.7x 03/24/14 Dawn Properties Lengrah Investments $6.0 6.1x 20.7x 35.5x 0.4x 01/22/14 Port Aventura KKR $271.3 2.2x - - 02/15/13 New Zealand Experience Rangatira $14.1 1.5x 5.5x 9.2x 2.0x 12/10/12 Port Aventura Entertainment InvestIndustrial $134.3 1.2x 3.7x - - 03/12/12 Hurtigruten Periscopus $14.7 1.3x 11.9x - 1.4x 01/18/12 Rusticas Inversiones Mobiliarias $153.2 12.9x NM - 6.8x 01/17/12 Vinpearl One - member Vingroup $940.5 19.9x 47.8x 49.3x 3.7x 11/30/11 Kumhoresort Kumho Buslines $241.0 3.9x 30.5x - 1.2x 07/28/11 Beijing Bayhood China Jiuhao $63.8 2.8x - - - 06/15/11 Hurtigruten Home Capital $9.1 1.3x 9.0x NM 1.4x 03/09/10 Hurtigruten Periscopus $21.4 1.5x 10.9x - 1.4x 01/26/10 Pierre & Vacances - $35.2 0.4x 6.3x 12.7x 1.0x Min $6.0 0.3x 3.7x 9.2x 0.4x 25th PCTL $22.0 1.3x 8.7x 16.1x 1.4x Median $107.2 2.0x 15.7x 29.6x 2.0x 75th PCTL $343.9 4.5x 19.8x 36.6x 3.7x Max $8,869.6 19.9x 47.8x 49.3x 6.8x China Yida $ 137.4 9.3x NM NM 0.1x
15 | March 8, 2016 CONFIDENTIAL Valuation Analysis Premiums Paid 1 1) ROTH analyzed closed transactions in the amusement park space from 01/01/00 - Present Closed Date Target Buyer Transaction Value ($M) Target Stock Premium 1 - Day Prior (%) Target Stock Premium 7 - Days Prior (%) Target Stock Premium 30 - Days Prior (%) 12/24/15 E - World Co. E - Land Fashion $29.4 0.0 1.9 (10.3) 09/24/15 Euro Disney EDL Holding $107.2 (63.9) (64.3) (65.0) 02/15/13 New Zealand Experience Rangatira $14.1 (12.2) (10.0) (10.0) 05/21/09 USJ Co Owl Creek Asset Management $1,749.1 22.9 30.9 37.6 06/26/07 Puuharyhma Oyj Aspro Parks $49.5 45.9 41.6 41.7 12/31/05 Six Flags Red Zone $140.4 0.2 19.7 23.8 12/18/03 Parques Reunidos S.A. Advent $263.8 11.6 12.0 32.0 08/31/02 Grévin & Cie SA Compagnie des Alpes $208.4 34.5 34.8 34.0 07/19/02 Danoptra Limited Motion Equity Partners $166.6 17.2 17.2 15.3 06/27/00 Queensborough Cloudburst Holdings $14.1 (46.0) (46.0) (46.0) Min $14.1 (63.9) (64.3) (65.0) 25th PCTL $34.4 (9.2) (7.0) (10.3) Median $123.8 5.9 14.6 19.5 75th PCTL $197.9 21.4 28.1 33.5 Max $1,749.1 45.9 41.6 41.7 China Yida $136.8 9.9 11.2 3.4
16 | March 8, 2016 CONFIDENTIAL Premium as a % of Company Date Status EV ($M) EV/LTM REV EV/LTM EBITDA 1 Day Prior 30 Day VWAP China Ming Yang Wind Power Group 11/01/15 Announced $364.2 0.3x 5.2x 13.1% 20.2% SORL Auto Parts 10/31/15 Announced $22.6 NM 0.5x 21.9% 38.3% Youku Tudou 10/16/15 Announced $4,317.0 5.3x NM 30.2% 44.2% iKang Healthcare Group 08/31/15 Announced $1,221.0 3.9x 17.0x 10.8% 9.6% Country Style Cooking Restaurant Chain 08/14/15 Announced $44.0 0.2x 2.6x 18.9% 13.0% eLong Inc 08/03/15 Announced $476.0 3.0x NM 24.1% 26.7% Global - Tech Advanced Innovatons 08/01/15 Announced $2.6 NM NM 191.7% 169.3% Mecox Lane 07/21/15 Announced $31.0 0.6x 9.2x 17.7% 22.1% E - Commerce China Dangdang 07/09/15 Announced $357.0 0.3x NM 20.0% (17.0%) YY 07/09/15 Announced $3,595.0 4.8x 17.2x 17.4% (3.3%) China Neqstar Chain Drugstore 07/06/15 Announced $78.0 0.2x 5.9x 18.2% (1.7%) Kongzhong 06/29/15 Announced $281.0 1.2x 7.3x 21.8% 15.7% Momo 06/23/15 Announced $3,118.0 47.5x NM 20.5% 11.6% Vimicro Interntional Corp 06/21/15 Announced $403.0 3.9x 41.1x 9.5% 0.6% China Information Technology 06/19/15 Announced $220.0 3.6x NM 31.9% 12.5% Airmedia Group 06/19/15 Announced $326.0 1.3x NM 70.4% (4.7%) iDreamSky Technology Limited 06/13/15 Announced $481.0 2.5x NM (3.8%) 34.1% Bona Film 06/12/15 Announced $1,047.0 3.3x 41.1x 6.5% 17.8% Homeinns Hotel 06/11/15 Announced $1,624.0 1.6x 7.4x 8.8% 19.5% 21 Vianet Group 06/10/15 Announced $2,410.0 4.8x 32.6x 15.5% 18.0% Renren 06/10/15 Announced $1,022.0 13.9x NM 2.2% 14.9% E - House (China) Holdings 06/09/15 Announced $901.0 1.0x 15.7x 10.0% 19.4% JA Solar 06/05/15 Announced $891.0 0.5x 4.1x 19.9% 4.8% Mindray Medical 06/04/15 Announced $1,958.0 1.5x 8.5x (1.7%) (5.1%) Taomee Holdings 05/30/15 Announced $55.0 1.4x NM 20.0% 12.9% China Mobile Games and Entertainment Group 05/18/15 Closed $650.0 2.7x 12.7x 7.9% 6.9% WuXi PharmaTech 04/29/15 Closed $3,087.0 4.4x 21.5x 16.5% 17.2% China Cord Blood 04/27/15 Announced $216.0 2.1x 4.7x (11.4%) 8.5% Xueda Education Group 04/20/15 Announced $135.0 NM NM 95.0% 86.3% Sungy Mobile 04/13/15 Closed $56.0 0.9x NM 8.9% 17.8% Valuation Analysis China “go - privates” 1 1) Transactions from 01/01/09 - Present. EV/REV and EV/EBITDA multiples less than 0 and greater than 50x were considered "NM"
17 | March 8, 2016 CONFIDENTIAL Premium as a % of Company Date Status EV ($M) EV/LTM REV EV/LTM EBITDA 1 Day Prior 30 Day VWAP Jiayuan.com International 03/03/15 Announced $67.0 0.6x 19.2x 3.4% (0.7%) Perfect World 12/31/14 Closed $662.0 1.1x 5.9x 28.2% 28.0% Montage Technology Group 03/10/14 Closed $504.0 4.0x NM 31.7% 38.4% Chindex International 02/17/14 Closed $450.0 2.5x 37.2x 39.9% 44.9% AutoNavi 02/10/14 Closed $1,168.0 8.2x NM 27.0% 36.8% Shanda Games 01/27/14 Closed $1,872.0 3.1x 8.2x 25.7% 50.0% Noah Education 12/24/13 Closed $22.0 0.6x 2.8x 26.7% 24.3% Trunkbow International 12/10/13 Closed $58.0 2.2x 5.5x 22.7% 25.5% Giant Interactive 11/25/13 Closed $2,368.0 6.2x 9.5x 18.5% 32.6% Asia Green Agriculture 11/18/13 Closed $33.0 0.3x 0.8x 10.0% 22.9% RDA Microelectronics 10/25/13 Closed $811.0 2.0x 12.9x 19.0% 23.0% Charm Communications 09/30/13 Closed $110.0 0.7x NM 17.2% 15.0% Exceed Company 08/17/13 Cancelled ($25.0) NM NM 19.5% 41.7% Spreadtrum Communications 06/20/13 Closed $1,485.0 1.7x 10.6x 39.1% 56.0% ChinaEdu Corporation 06/20/13 Closed $95.0 1.2x 4.5x 19.9% 18.5% iSoftStone Holdings 06/06/13 Closed $442.0 0.9x 14.9x 17.6% 26.6% Le Gaga Holdings 05/21/13 Closed $165.0 1.8x 3.7x 21.6% NA Pactera Technology International 05/20/13 Closed $452.0 0.7x 8.7x 38.8% 39.7% UT Starcom 03/27/13 Cancelled $100.4 0.5x NM 35.6% 22.6% Ambow Education Holding 03/18/13 Cancelled $103.6 0.5x 3.3x (5.8%) 0.7% Camelot Infomration Systems 03/12/13 Closed $36.0 0.1x NM 36.7% 41.3% Simcere Pharmaceutical 03/11/13 Closed $519.0 1.5x 16.7x 21.4% 21.9% New Energy Systems Group 03/04/13 Cancelled $16.4 0.3x NA 251.4% 217.1% China Shenghuo Pharma 02/15/13 Effective $0.7 0.4x NA NA NA MEMSIC 11/10/12 Closed $69.0 1.3x NM 153.0% 130.6% China Shengda Packaging Group 10/15/12 Cancelled $25.0 0.4x 4.2x 53.8% 40.3% American Lorain Corp 10/15/12 Cancelled $107.0 0.5x 3.6x 39.1% 26.4% Yongye International 10/15/12 Closed $357.0 0.5x 1.4x 48.2% 53.7% Ninetown Internet Technology Group 10/12/13 Closed $5.0 0.3x NM 66.7% 54.9% Feihe International 10/03/12 Closed $275.0 1.0x 10.6x 21.3% 25.9% Valuation Analysis China “go - privates” 1 1) Transactions from 01/01/09 - Present. EV/REV and EV/EBITDA multiples less than 0 and greater than 50x were considered "NM"
18 | March 8, 2016 CONFIDENTIAL Premium as a % of Company Date Status EV ($M) EV/LTM REV EV/LTM EBITDA 1 Day Prior 30 Day VWAP China Kanghui 09/27/12 Closed $745.0 13.0x 28.2x 25.5% 23.5% 7 Days Group Holdings 09/26/12 Closed $666.0 1.6x 7.2x 30.6% 44.3% 3SBio 09/12/12 Closed $119.0 1.2x 4.5x 44.1% NA Syswin 09/07/12 Closed $27.0 0.4x NM 28.1% 44.4% LJ International 08/13/12 Closed $148.0 0.8x 9.3x 24.2% 23.5% Focus Media Hodlings 08/12/12 Closed $2,884.0 3.4x 9.1x 17.6% 40.1% VanceInfo Technologies 08/10/12 Closed $428.0 1.3x 15.8x 19.5% 16.0% ShangPharma 07/06/12 Closed $142.0 1.2x 8.2x 30.8% 40.6% Yucheng Technologies 05/21/12 Closed $79.0 0.9x 7.9x 26.4% 27.3% China Nuokang 05/09/12 Closed $83.0 1.9x 9.8x 56.8% 57.3% China Mass Media Corp. 05/04/12 Closed $3.5 0.1x 0.9x 100.0% 139.1% Sino Gas International Holdings 04/28/12 Closed $124.0 1.8x 8.7x 306.3% 312.3% Shengtai Pharmaceutical 04/17/12 Under Review $87.4 0.5x 5.6x 50.0% 71.4% Winner Medical Group 04/01/12 Closed $99.0 0.6x 5.1x 33.7% 35.7% Zhongpin 04/01/12 Closed $694.0 0.5x 6.5x 46.6% 36.4% Gushan Environmental Energy 02/24/12 Closed $35.0 0.2x 3.8x 34.1% 27.9% China TransInfo Technology 02/19/12 Closed $152.0 1.0x 8.2x 12.6% 25.6% AsiaInfo - Linkage 01/20/13 Closed $574.0 1.2x 5.4x 21.0% 50.3% Pansoft Company Limited 01/07/12 Closed $15.0 0.7x 8.1x 106.5% 85.6% Jingwei International 01/06/12 Closed $26.5 0.7x 6.0x 64.2% 67.1% WSP Holdings Limited 12/13/11 Cancelled $6.0 NM NM 50.0% 39.6% Andatee China Marine Fuel Services 11/23/11 Cancelled $16.6 0.3x 4.4x 20.6% 36.8% Global Education & Technology Group 11/19/11 Closed $174.0 3.1x 22.1x 105.0% 213.1% China GrenTech Corp 11/12/11 Closed $218.0 0.8x 7.3x 23.0% 35.6% Shanda Interactive Entertainment 10/15/11 Closed $1,559.0 1.5x 7.8x 23.5% 25.0% SOKO Fitness & Spa Group 07/25/11 Closed $87.0 2.3x 5.8x 21.6% NA Tiens Biotech Group 06/27/11 Closed $150.0 3.5x 15.9x 67.0% 39.9% Funtalk China Holdings 03/25/11 Closed $631.0 0.6x 7.3x 17.1% 31.7% China Fire & Security Group 03/07/11 Closed $233.8 2.9x 14.4x 43.8% 52.2% Valuation Analysis China “go - privates” 1 1) Transactions from 01/01/09 - Present. EV/REV and EV/EBITDA multiples less than 0 and greater than 50x were considered "NM"
19 | March 8, 2016 CONFIDENTIAL Premium as a % of Company Date Status EV ($M) EV/LTM REV EV/LTM EBITDA 1 Day Prior 30 Day VWAP Chian Security & Surveillance Technology 01/28/11 Closed $754.0 1.1x 6.5x 33.2% 29.9% Chemspec International 11/11/10 Closed $289.0 1.9x 5.8x 28.2% 23.6% Fushi Copperweld 11/03/10 Closed $205.0 0.7x 3.0x 4.4% (0.8%) Harbin Electric 10/10/10 Closed $762.0 1.8x 6.7x 20.2% 36.3% Tongjitang Chinese Medicines 04/08/10 Closed $103.0 1.4x NM 19.0% 21.0% Sinoenergy 04/09/09 Closed $69.8 2.0x NA 48.4% 78.3% Min ($25.0) 0.1x 0.5x (11.4%) (17.0%) 25th PCTL $69.4 0.6x 5.1x 17.6% 17.8% Median $216.0 1.2x 7.4x 22.9% 26.7% 75th PCTL $664.0 2.4x 12.7x 39.0% 41.5% Max $4,317.0 47.5x 41.1x 306.3% 312.3% China Yida 10/27/15 Announced $ 137.4 9.3x NM 9.9% 4.8% Valuation Analysis China “go - privates” 1 1) Transactions from 01/01/09 - Present. EV/REV and EV/EBITDA multiples less than 0 and greater than 50x were considered "NM"
20 | March 8, 2016 CONFIDENTIAL 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 900,000 1,000,000 $1.50 $2.00 $2.50 $3.00 $3.50 $4.00 $4.50 $5.00 China Yida Holding, Co. (NasdaqCM:CNYD) - Volume China Yida Holding, Co. (NasdaqCM:CNYD) - Share Pricing Valuation Analysis Stock Trading History 52 - Week Trading History Prior to Offer Offer Price: $3.32 Price Premium/(Discount) Offer $3.32 1 - Day Prior $3.02 9.9% 7 - Days Prior $2.99 11.2% 30 - Days Prior $3.21 3.4% 52 - Week High $4.50 (26.2%) 52 - Week Low $1.92 72.9%
21 | March 8, 2016 CONFIDENTIAL IV. Appendix
22 | March 8, 2016 CONFIDENTIAL Appendix China Yida Management Projections Actual Projections 2012 2013 2014 2015E 2016E 2017E 2018E Revenue $27.6 $17.8 $13.1 $11.6 $10.4 $9.4 $8.5 EBITDA ($6.2) ($5.5) ($5.5) ($5.4) Net Income ($0.3) ($16.3) ($29.3) ($24.1) ($24.4) ($25.4) ($26.3)
China Yida Holding, Co. (NASDAQ:CNYD)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
China Yida Holding, Co. (NASDAQ:CNYD)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024
