HANGZHOU, China, Feb. 3, 2021 /PRNewswire/ -- Ruhnn Holding
Limited ("ruhnn" or the "Company") (NASDAQ: RUHN), a leading
internet key opinion leader ("KOL") facilitator in China, today announced that it has entered
into an Agreement and Plan of Merger (the "Merger Agreement") with
RUNION Holding Limited ("Parent") and RUNION Mergersub Limited
("Merger Sub"), a wholly owned subsidiary of Parent. Pursuant to
the Merger Agreement and subject to the terms and conditions
thereof, Merger Sub will merge with and into the Company, with the
Company continuing as the surviving entity and becoming a wholly
owned subsidiary of Parent (the "Merger"), in a transaction
implying an equity value of the Company of approximately
US$296.4 million.
At the effective time of the Merger, each American depository
share of the Company (each, an "ADS"), representing five Class A
ordinary shares of the Company (together with the Class B ordinary
shares of the Company, the "Shares"), issued and outstanding
immediately prior to the effective time of the Merger, together
with the underlying Shares represented by such ADSs, will be
cancelled in exchange for the right to receive US$3.50 in cash per ADS without interest, and
each Share of the Company issued and outstanding immediately prior
to the effective time of the Merger, other than the Excluded Shares
(as defined in the Merger Agreement), the Dissenting Shares (as
defined in the Merger Agreement) and Shares represented by ADSs,
will be cancelled and cease to exist, in exchange for the right to
receive US$0.70 in cash per Share
without interest.
The merger consideration represents a premium of approximately
13.6% to the closing price of the ADSs on November 24, 2020, the last trading day prior to
the Company's announcement of its receipt of the preliminary
non-binding "going private" proposal, and premiums of approximately
29.1% and 30.9% to the volume-weighted average trading price of the
ADSs during the last 30 days and 60 days, respectively, prior to
and including November 24, 2020.
The buyer group (the "Buyer Group"), led by Min Feng, Lei Sun and Chao Shen, three founders of the Company, and
their respective affiliates, will provide equity financing to
Parent for the Merger.
The Company's board of directors (the "Board"), acting upon the
unanimous recommendation of a committee of independent and
disinterested directors established by the Board (the "Special
Committee"), approved the Merger Agreement and the Merger. The
Merger will be in the form of a "short-form" merger in accordance
with section 233(7) of the Companies Act of the Cayman Islands, with the Company being the
company surviving the Merger, and it does not require a shareholder
vote or approval of the Company's shareholders.
The Merger is currently expected to
close by June 30, 2021 and is subject
to customary closing conditions. 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, and the Company's ADS program will be
terminated.
Duff & Phelps, LLC is serving as financial advisor to the
Special Committee. Gibson, Dunn & Crutcher LLP is serving as
U.S. legal counsel to the Special Committee. Ogier is serving as
Cayman Islands legal counsel to
the Company.
King & Wood Mallesons LLP is serving as U.S. legal counsel
to the Buyer Group. Walkers (Hong
Kong) is serving as Cayman
Islands legal counsel to the Buyer Group.
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 as an exhibit thereto the Merger
Agreement. 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
a Schedule 13E-3 Transaction Statement (the "Schedule 13E-3") to
its shareholders. 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 OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, AND
RELATED MATTERS. In addition to receiving the Schedule 13E-3 by
mail, 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).
About Ruhnn Holding Limited
Ruhnn Holding Limited is a leading KOL facilitator in
China. The Company connects
influential KOLs who engage and impact their fans on the internet
to its vast commercial network to build the brands of fashion
products. Ruhnn pioneered the commercialization of the KOL
ecosystem in China, and operates
under both platform and full-service models. The Company's platform
model promotes products sold in third-party online stores and
provides advertising services on KOL's social media spaces to
third-party merchants. The full-service model integrates key steps
of the e-commerce value chain from product design and sourcing and
online store operations to logistics and after-sale services. As of
September 30, 2020, the Company had
180 signed KOLs with an aggregate of 295.3 million fans across
major social media platforms in China.
For more information, please visit http://ir.ruhnn.com.
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," "future," "intends," "plans,"
"believes," "estimates" and similar statements. Among other things,
the business outlook and quotations from ruhnn's management as well
as ruhnn's strategic and operational plans contain forward-looking
statements. Ruhnn may also make written or oral forward-looking
statements in its periodic reports to the
SEC on Forms 20-F and 6-K, 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
statements about ruhnn'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 statements, including but not limited to the
following: the possibility that competing offers will be made; the
possibility that financing may not be available; the possibility
that various closing conditions for the transaction may not be
satisfied or waived; and other risks and uncertainties discussed in
documents filed with the SEC by the Company, as well as the
Schedule 13E-3 transaction statement to be filed by the Company;
the Company's goals and strategies; the Company's future business
development, financial condition and results of operations; trends
in the internet KOL facilitator industry in China and globally; competition in the
Company's industry; fluctuations in general economic and business
conditions in China; and the
regulatory environment in which the Company operates. Further
information regarding these and other risks is included in the
Company's filings with the SEC, including its registration
statement on Form F-1, as amended, and its annual reports on Form
20-F. All information provided in this press release is as of the
date of this press release, and ruhnn does not undertake any
obligation to update any forward-looking statements, except as
required under applicable law.
For investor and media inquiries, please contact:
In China:
Ruhnn Holding Limited
Sterling Song
Senior Director of Investor Relations
Tel: +86-571-2825-6700
E-mail: ir@ruhnn.com
The Piacente Group, Inc.
Emilie Wu
Tel: +86-21-6039-8363
E-mail: ruhnn@thepiacentegroup.com
In the United States:
The Piacente Group, Inc.
Brandi Piacente
Tel: +1-212-481-2050
E-mail: ruhnn@thepiacentegroup.com
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SOURCE Ruhnn Holding Limited