Jumei International Holding Limited (NYSE: JMEI) (“Jumei” or the
“Company”), a fashion and lifestyle solutions provider in China,
today announced that its board of directors (the “Board”) has
received a preliminary non-binding proposal letter (the
“Proposal”), dated January 11, 2020, from Mr. Leo Ou Chen, chairman
of the Board, chief executive officer and acting chief financial
officer of the Company, to acquire all of the outstanding ordinary
shares (the “Shares”) of the Company, including Shares represented
by American depositary shares (the “ADSs,” each representing ten
Class A ordinary shares), that are not already owned by Mr. Chen
and his affiliates (the “Buyer Group”) for a purchase price of
$20.0 per ADS in cash (the “Proposed Transaction”). The Proposed
Transaction, if completed, would result in the Company becoming a
privately-held company owned by the Buyer Group, and the Company’s
ADSs would be delisted from the New York Stock Exchange. A copy of
the Proposal is attached hereto as Exhibit A.
The Company has formed a special committee of
the Board, composed of Mr. Sean Shao and Mr. Adam J. Zhao, each an
independent and disinterest director, to consider the Proposal and
the Proposed Transaction. The special committee has retained Hogan
Lovells as its United States legal counsel in connection with its
review and evaluation of the Proposal and the Proposed Transaction.
The Company cautions that the Board has just received the Proposal
and has not made any decisions with respect to the Proposal and the
Proposed Transaction. There can be no assurance that the Buyer
Group will make any definitive offer to the Company, that any
definitive agreement relating to the Proposal will be entered into
between the Company and the Buyer Group, or that the Proposed
Transaction or any other similar transaction will be approved or
consummated.
The Company does not undertake any obligation to
provide any updates with respect to this or any other transaction,
except as required under applicable law.
About Jumei
Jumei (NYSE: JMEI) is a fashion and lifestyle
solutions provider with a diversified portfolio of products on
offer in China. Jumei sells branded beauty, baby, children and
maternity products, light luxury products, as well as health
supplements through its e-commerce platform. Jumei has invested in
adjacent fashion and lifestyle businesses such as Jiedian, a mobile
device power bank operating company, and TV drama series
production, to expand its service offerings. These investments will
further expand and strengthen Jumei’s ecosystem as it seeks to
benefit from China’s transition into the new retail era.
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.
Statements that are not historical facts, including statements
about Jumei’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 All information provided in this
press release is as of the date of this press release,
and Jumei does not undertake any obligation to update
any forward-looking statement, except as required under
applicable law.
For more information, please
contact:
Christensen In China Mr. Christian Arnell Phone:
+86-10-5900-1548 E-mail: carnell@christensenir.com
In United States Ms. Linda Bergkamp Phone:
+1-480-614-3004 Email: lbergkamp@christensenir.com
Exhibit A
January 11, 2020
The Board of DirectorsJumei International
Holding Limited (the "Company")20th Floor, Tower B, Zhonghui
PlazaNo. 11 Dongzhimen South Avenue, Dongcheng District, 100007
BeijingP. R. China
Dear Sirs:
I, Leo Ou Chen, Chairman of the
Board of Directors and CEO of the Company, am pleased to
submit this preliminary non-binding proposal (this
"Proposal") to acquire all the outstanding ordinary
shares (the "Shares") of the Company, including all the Shares
represented by American depositary shares ("ADS", each
representing ten (10) Shares), that
are not already owned by me and my
affiliates in a going-private transaction (the
"Acquisition").
I believe that the
Acquisition provides an attractive opportunity to the
Company's shareholders. My proposed purchase price of US$20.0
per ADS in cash represents a premium of approximately 15% over the
closing price of the Company's ADSs on January 10,
2020.
The terms and conditions upon which I
am prepared to pursue the Acquisition are set forth
below. My affiliates and I beneficially own
approximately 42.9% of all the issued and outstanding Shares
of the Company, which represent approximately 88.3% of the
aggregate voting power of the Company, based on the Company’s
latest outstanding number of shares as publicly disclosed. I
am confident in our ability to consummate an
Acquisition as outlined in this Proposal.
1. Buyer. My
affiliates and I will be the sole purchaser in the Acquisition. As
the controlling shareholder of the Company, I am interested only in
pursuing the Acquisition and am not interested in selling our
Shares or in participating in any other transaction involving the
Company.
2. Purchase Price and Acquisition
Structure. My proposed consideration payable
for the Acquisition is US$20.0 per ADS (the "Offer Price"), in
cash. Each ADS represents ten (10) Shares. I expect to form a
special purpose acquisition vehicle ("Newco") and implement the
Acquisition through a statutory merger under the Cayman Islands
company law of the Newco with the Company.
3. Financing. I
intend to finance the Acquisition with a combination of debt and
equity capital. Debt financing is expected to be provided by
third-party loans, if required. I am confident that I can timely
secure adequate financing to consummate the Acquisition.
4. Due
Diligence. Parties providing financing will
require a timely opportunity to conduct customary due diligence on
the Company. We would like to ask the board of directors of the
Company (the "Board") to accommodate such due diligence request and
approve the provision of confidential information relating to the
Company and its business to possible sources of equity and debt
financing subject to a customary form of confidentiality
agreement.
5. Definitive
Agreements. I am prepared to negotiate and finalize
definitive agreements (the "Definitive Agreements") expeditiously.
This proposal is subject to execution of the Definitive Agreements.
These documents will include provisions typical for transactions of
this type.
6. Confidentiality. I
will, as required by law, promptly file an amendment to my
Schedule 13D to disclose this proposal. I am sure you
will agree with me that it is in all of our interests to ensure
that our discussions relating to the Acquisition proceed in a
confidential manner, unless otherwise required by law, until we
have executed the Definitive Agreements or terminated our
discussions.
7. Process. I believe
that the Acquisition will provide value to the Company's
shareholders. I recognize of course that the Board will evaluate
the proposed Acquisition independently before it can make its
determination whether to endorse it. In this regard, I believe it
would be in the best interests of the Company for the Board to
establish a special committee of independent directors to consider
and evaluate this Proposal and the Acquisition.
8. No Binding
Commitment. This letter constitutes only a
preliminary indication of my interest, and does not constitute any
binding offer, agreement or commitment with respect to an
Acquisition. Such a commitment will result only from the execution
of Definitive Agreements, and then will be on the terms provided in
such documentation.
In closing, I would like to
express my commitment to working together with the
Board and its special committee to bring this Acquisition to a
successful and timely conclusion. Should you have any questions
regarding this Proposal, please do not hesitate to
contact me.
Sincerely yours,
Leo Ou Chen
Jumei (NYSE:JMEI)
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