BEIJING, Feb. 4, 2016 /PRNewswire/ -- eLong, Inc. ("eLong"
or the "Company") (NASDAQ: LONG), a leading mobile and online
travel service provider in China,
today announced that it has entered into a definitive Agreement and
Plan of Merger (the "Merger Agreement") with China E-dragon
Holdings Limited ("Parent") and China E-dragon Mergersub Limited, a
wholly owned subsidiary of Parent, pursuant to which Parent will
acquire eLong. At the closing of the transaction, Parent will be
owned by a consortium of certain of the Company's existing
shareholders (including C-Travel International Limited, TCH
Sapphire Limited, Ocean Imagination L.P. and Luxuriant Holdings
Limited), along with Seagull Limited and certain management members
of eLong (the "Buyer Group").
Under the terms of the Merger Agreement, eLong shareholders
other than those in the Buyer Group will receive US$9.00 in cash for each ordinary share of the
Company (a "Share") they hold or US$18.00 in cash for each American Depositary
Share, each representing two (2) Shares (an "ADS") they hold. The
price represents a premium of approximately 24% to the closing
trading price of the Company's ADS on July
31, 2015, the last trading day prior to August 3, 2015, the date that the Company
announced that it had received a "going-private" proposal from TCH
Sapphire Limited, a British Virgin
Islands company ("TCH") that is a wholly-owned subsidiary of
Tencent Holdings Limited.
The Company's Board of Directors, acting upon the unanimous
recommendation of a special committee of the Board of Directors
(the "Special Committee"), approved the Merger Agreement and the
transactions contemplated thereby and resolved to recommend that
the Company's shareholders vote to authorize and approve the Merger
Agreement and the transactions contemplated thereby. The Special
Committee, which is composed solely of independent directors of the
Company who are unaffiliated with any member of the Buyer Group or
management of the Company, negotiated the terms of the Merger
Agreement with the Buyer Group with the assistance of its
independent financial and legal advisors.
The closing of the transactions contemplated by the Merger
Agreement is subject to a number of customary conditions, including
a vote of shareholders representing at least two-thirds of the
voting power of the Shares present and vote in person or by proxy
as a single class at an extraordinary general meeting of the
Company's shareholders. The Buyer Group agreed to vote all of
the Shares beneficially owned by them in favor of the authorization
and approval of the Merger Agreement and the transactions
contemplated thereby. The transaction is expected to close before
the end of the second quarter of the Company's FY 2016. If
completed, the transaction will result in the Company becoming a
privately-held company and its ADSs will no longer be listed on the
NASDAQ Global Select Market.
The transaction will be financed through a combination of cash
and equity contributed by TCH and Ocean Imagination L.P., rollover
of equity by C-Travel International Limited and Luxuriant Holdings
Limited, as well as cash investments by Seagull Limited and certain
existing members of the management of the Company. To date, the
Buyer Group beneficially own, in the aggregate, approximately
78% of the outstanding Shares (excluding outstanding
share-based awards).
The Company will prepare and file with the U.S. Securities and
Exchange Commission (the "SEC") a Schedule 13E-3 transaction
statement, which will include a proxy statement of the Company. The
Schedule 13E-3 will include a description of the Merger
Agreement and contain other important information about the merger,
the Company and the other participants in the merger.
Duff & Phelps, LLC and Duff & Phelps Securities, LLC
(together, "Duff & Phelps") are serving as financial advisors
to the Special Committee. Kirkland & Ellis is serving as U.S.
legal advisor to the Special Committee, Goulston & Storrs PC is
serving as U.S. legal advisor to the Company, Conyers Dill & Pearman is serving as
Cayman Islands legal advisor to
the Company and DaHui Lawyers is serving as PRC legal advisor to
the Company. Paul Hastings LLP is serving as U.S. legal advisor to
Duff & Phelps.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as
U.S. legal advisor to the Buyer Group and Jun He and Walkers are serving as PRC and
Cayman Islands legal advisors to
the Buyer Group, respectively. Skadden, Arps, Slate, Meagher &
Flom LLP is serving as U.S. legal advisor to C-Travel International
Limited, and Fenwick & West LLP is serving as U.S. legal
advisor to Ocean Imagination L.P.
About eLong
eLong, Inc. (Nasdaq: LONG) is a leader in mobile and online
accommodations reservations in China. eLong technology enables travelers to
book hotels, guesthouses, apartments and other accommodations, as
well as air and train tickets, through convenient mobile and tablet
applications, websites (www.eLong.com), 24 hour customer service,
and easy to use tools such as destination guides, maps and user
reviews.
Safe Harbor Statement
Any statements in this announcement about prospective
performance and plans for the Company, the expected timing to
completion of the proposed merger and the ability to complete the
proposed merger, and any other statements containing the words
"anticipate," "believe," "estimate," "expect," "forecast,"
"intend," "may," "plan," "project," "predict," "future," "is/are
likely to," "should" and "will" and similar expressions, other than
historical facts, constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934, as amended, and
as defined in the Private Securities Litigation Reform Act of 1995.
These statements are, by their nature, subject to a number of
risks and uncertainties that could cause our actual performance and
results to differ materially from those discussed in the
forward-looking statements. Factors that could affect our actual
results and cause our actual results to differ materially from
those referred to in any forward-looking statement include, but are
not limited to, (a) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, (b) the inability to complete the proposed merger due to
the failure to obtain shareholder approval for the proposed merger
or the failure to satisfy other conditions to completion of the
proposed merger, (c) the failure to obtain any necessary financing
arrangements set forth in the equity commitment letters delivered
pursuant to the merger agreement, (d) risks related to disruption
of management's attention from the Company's ongoing business
operations due to the transaction, and (e) the effect of the
announcement of the proposed merger on the Company's relationship
with its customers, operating results and business generally.
Additional factors that may cause results to differ materially from
those described in the forward-looking statements are set forth in
the Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2014, which was filed with the SEC on March 13, 2015,
under the heading "Part I - Item 3 - Risk Factors," and in
subsequent reports on Form 6-K filed with the SEC by the
Company.
In addition, the forward-looking statements included in this
announcement represent our views as of the date hereof. We
anticipate that subsequent events and developments will cause our
views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing our views as of any date subsequent to the date
hereof.
Contact:
eLong, Inc.
Investor Relations
ir@corp.elong.com
+86-10-6436-7570
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SOURCE eLong, Inc.