SHENZHEN, China, June 5, 2024
/PRNewswire/ -- X Financial (NYSE: XYF) (the "Company" or
"we"), a leading online personal finance company in China, announced today that it has commenced a
tender offer (the "Tender Offer") to purchase up to 2 million
American Depositary Shares (the "ADSs") of the Company, each
representing six Class A ordinary shares, par value $0.0001 per share, at a price of $4.52 per ADS (the "Purchase Price"), less any
applicable withholding taxes, less a cancellation fee of
$0.05 per ADS accepted for purchase
in the Tender Offer that will be paid to The Bank of New York
Mellon, the Company's ADS depositary (the "ADSs Depositary"), and
without interest. The Tender Offer will expire at 5:00 P.M., New York
City time, on July 12, 2024,
unless extended or earlier terminated.
As previously announced, the Company's Board of Directors (the
"Board") approved a share repurchase program of up to $20 million (the "2024 Repurchase Program") in
May 2024. The repurchase of ADSs in
the Tender Offer is being made pursuant to the 2024 Repurchase
Program.
To tender ADSs, securityholders must follow the instructions
described in the "Offer to Purchase" and the "Letter of
Transmittal" that the Company is filing with the U.S. Securities
and Exchange Commission (the "SEC"). These documents contain
important information about the terms and conditions of the Tender
Offer.
The Tender Offer will not be contingent upon any minimum number
of shares being tendered or any financing conditions. The Tender
Offer will, however, be subject to other conditions.
The Board has authorized the Tender Offer. However, none of the
Company, the Board, the information agent and depositary for the
Tender Offer or any of their respective affiliates are making any
recommendation to securityholders as to whether to tender or
refrain from tendering their shares in the Tender Offer or as to
the price at which ADSs may choose to tender their shares. No
person is authorized to make any such recommendation.
Securityholders must decide how many shares they will tender, if
any. In doing so, secuirtyholders should read carefully the
information in, or incorporated by reference in, the Offer to
Purchase and the Letter of Transmittal (as they may be amended or
supplemented), including the purposes and effects of the Tender
Offer. Securityholders are urged to discuss their decisions with
their own tax advisors, financial advisors and/or brokers.
The information agent and depositary for the Tender Offer is
Broadridge Corporate Issuer Solutions, LLC. The Offer to Purchase,
the Letter of Transmittal and related documents will be mailed to
registered holders. Beneficial holders will receive the Offer to
Purchase and a communication from their bank, broker or custodian.
For questions and information, please call the information agent
toll-free at (855) 793-5068.
Certain Information Regarding the Tender Offer
The information in this press release describing the Tender
Offer is for informational purposes only and does not constitute an
offer to buy or the solicitation of an offer to sell ADSs in the
Tender Offer. The Tender Offer is being made only pursuant to the
Offer to Purchase and the related materials that the Company is
filing with the SEC, and will distribute to its securityholders, as
they may be amended or supplemented. Securityholders should read
such Offer to Purchase and related materials carefully and in their
entirety because they contain important information, including the
various terms and conditions of the Tender Offer. Securityholders
of the Company may obtain a free copy of the Tender Offer statement
on Schedule TO, the Offer to Purchase and other documents that the
Company is filing with the SEC from the SEC's website at
www.sec.gov. Securityholders also will be able to obtain a copy of
these documents, without charge, from Broadridge Corporate Issuer
Solutions, LLC, the information agent for the Tender Offer, toll
free at (855) 793-5068. Secuirtyholders are urged to carefully read
all of these materials prior to making any decision with respect to
the Tender Offer. Securityholders and investors who have questions
or need assistance may call Broadridge Corporate Issuer Solutions,
LLC.
About X Financial
X Financial (NYSE: XYF) (the "Company") is a leading online
personal finance company in China.
The Company is committed to connecting borrowers on its platform
with its institutional funding partners. With its proprietary big
data-driven technology, the Company has established strategic
partnerships with financial institutions across multiple areas of
its business operations, enabling it to facilitate and originate
loans to prime borrowers under a risk assessment and control
system.
For more information, please
visit: http://ir.xiaoyinggroup.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of applicable U.S. securities laws, including
statements about the Tender Offer, including the value of the ADSs
to be offered to purchase in the tender offer and whether the
Tender Offer is actually consummated. Forward-looking statements
may be identified by words such as "seek", "believe", "plan",
"estimate", "anticipate", "expect", "intend", "continue",
"outlook", "may", "will", "should", look forward" "could", or
"might", and other similar expressions. These forward-looking
statements involve risks and uncertainties, as well as assumptions
that, if they do not fully materialize or prove incorrect, could
cause our results to differ materially from those expressed or
implied by such forward-looking statements. Factors that could
materially affect our business and financial results include, but
are not limited to, the factors described in the forward-looking
statement disclosure and "Risk Factors" section of our most recent
Annual Report on Form 20-K. We do not have any intent, and disclaim
any obligation, to update the forward-looking information to
reflect events that occur, circumstances that exist or changes in
our expectations after the date of this press release, except as
required by law.
For more information, please contact:
X Financial
Mr. Frank Fuya Zheng
E-mail: ir@xiaoying.com
Christensen IR
In China
Mr. Rene Vanguestaine
Phone: +86-178-1749 0483
E-mail: rene.vanguestaine@christensencomms.com
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: linda.bergkamp@christensencomms.com
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SOURCE X Financial