© Copyright Acquisition International 2024 - All Rights Reserved.

Article Image - Canfor Completes the Acquisition of Wynndel
Posted 15th April 2016

Canfor Completes the Acquisition of Wynndel

E-House (China) Holdings Limited, a leading real estate services company in China, today announced that it has entered into a definitive Agreement and Plan of with E-House Holdings Ltd. and E-House Merger Sub Ltd.

Mouse Scroll AnimationScroll to keep reading

Let us help promote your business to a wider following.

Canfor Completes the Acquisition of Wynndel
Image

E-House Enters into Definitive Agreement for Going Private Transaction

E-House (China) Holdings Limited, a leading real estate services company in China, today announced that it has entered into a definitive Agreement and Plan of with E-House Holdings Ltd. and E-House Merger Sub Ltd., a wholly-owned subsidiary of Parent.

Pursuant to the Merger Agreement, Parent will acquire the Company for a cash consideration equal to US$6.85 per ordinary share of the Company (each, a “Share”) or American depositary share of the Company, each American depositary share representing one Share (each, an “ADS”). 

Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent, and each of the Shares (including Shares represented by ADSs) issued and outstanding immediately prior to the effective time of the merger will be cancelled and cease to exist in exchange for the right to receive US$6.85 per Share or ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (i) Shares (including Shares represented by ADSs) beneficially owned by Mr. Xin Zhou, the co-chairman of the board of directors and chief executive officer of the Company, Kanrich Holdings Limited, On Chance, Inc. and Jun Heng Investment Limited, each controlled by Mr. Zhou, Mr. Neil Nanpeng Shen, a member of the board of directors of the Company, Smart Create Group Limited and Smart Master International Limited, each controlled by Mr. Shen, and SINA Corporation (collectively, the “Buyer Group”), (ii) Shares (including Shares represented by ADSs) owned by the Company or any of its subsidiaries, (iii) Shares (including Shares represented by ADSs) held by the ADS depositary and reserved for issuance and allocation pursuant to the Company’s share incentive plan, and (iv) Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which Shares will be cancelled at the effective time of the merger except for the right to receive the fair value of such Shares determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands.

The Buyer Group intends to fund the merger through a combination of a committed loan facility in the amount of $350 millionarranged by Shanghai Pudong Development Bank Co., Ltd., Nanhui Sub-Branch (the “Lender”) pursuant to a debt commitment letter issued by the Lender and equity contributions of members of the Buyer Group pursuant to equity commitment letters issued by such members.

The Company’s board of directors, acting upon the unanimous recommendation of the special committee formed by the board of directors (the “Special Committee”), has unanimously approved the Merger Agreement, and resolved to recommend that the Company’s shareholders vote to authorize and approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger. The Special Committee, which is composed solely of independent directors of the Company who are unaffiliated with Parent, Merger Sub or any member of the Buyer Group or the management of the Company, exclusively negotiated the terms of the Merger Agreement with the Buyer Group with the assistance of its independent financial and legal advisors.

The merger, which is currently expected to close during the second half of 2016, is subject to various closing conditions, including a condition that the Merger Agreement be authorized and approved by an affirmative vote of shareholders representing two-thirds or more of the Shares present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company’s shareholders. As of the date of the Merger Agreement, the Buyer Group beneficially owned, in the aggregate, approximately 44.9% of the outstanding Shares (including Shares represented by ADSs). Pursuant to a voting agreement entered between the Buyer Group and Parent, the members of the Buyer Group have agreed to vote all the Shares and ADSs beneficially owned by them in favor of the authorization and approval of the Merger Agreement and the merger. If completed, the merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the New York Stock Exchange.

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.

In connection with the merger, Duff & Phelps, LLC and Duff & Phelps Securities, LLC (collectively, “Duff & Phelps”), are serving as the financial advisor to the Special Committee, Davis Polk & Wardwell LLP is serving as U.S. legal counsel to the Special Committee and Walkers is serving as Cayman Islands legal counsel to the Special Committee. Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to Duff & Phelps.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to the Buyer Group, and Travers Thorp Alberga is serving as Cayman Islands legal counsel to the Buyer Group.

Categories: M&A, Strategy


You Might Also Like
Read Full PostRead - Eye Icon
Working Together Keeps Port in High  Demand
Strategy
26/06/2017Working Together Keeps Port in High Demand

Taylor’s is celebrating its 325th this year. For many, Taylor’s is the archetypal Port house and its wines are the quintessential Ports. Established over three centuries ago in 1692, Taylor’s is one of the oldest of the founding Port houses. Dedicated en

Read Full PostRead - Eye Icon
What is a Vendor Manager and Why Would You Want One For Your Business
News
04/07/2022What is a Vendor Manager and Why Would You Want One For Your Business

Vendors are often at the heart of an organization's operations and activities. They accelerate the growth of your company, help achieve profit goals and generate sizable revenue.

Read Full PostRead - Eye Icon
A Customer Centric Attitude Towards Cyber Security
Innovation
09/08/2022A Customer Centric Attitude Towards Cyber Security

SecurityHQ is a Global Independent MSSP that detects and responds to threats, instantly. As your security partner, we alert and act on threats for you.

Read Full PostRead - Eye Icon
Disrupting the M&A Industry
M&A
01/10/2015Disrupting the M&A Industry

Lisiten Associates

Read Full PostRead - Eye Icon
Exploring Riding Rules and What Happens When You Crash with A Vehicle
Legal
24/05/2023Exploring Riding Rules and What Happens When You Crash with A Vehicle

The number of motorcycle crashes in Washington is trending upward, as 2022 recorded 125 fatal crashes in the state, with 514 injured. Even though it’s not a motorcycle hub, Federal Way has also recorded hit-and-run cases and several fatalities.

Read Full PostRead - Eye Icon
End-to-End Warehouse Management
News
30/01/2024End-to-End Warehouse Management

Any warehouse owner or operator will tell you that managing stock can be one of the trickiest parts of the job. Despite recent upgrades in technology, it seems as though the older methods are still being deployed to this day, with little room for improvement.

Read Full PostRead - Eye Icon
AI to Rescue the Lost Generation and Get Them Back to Work
Innovation
28/05/2024AI to Rescue the Lost Generation and Get Them Back to Work

The UK is facing a significant problem of nearly 9 million people (age 16-64) who are ‘economically inactive’ meaning that they do not currently have a job and are not looking for work. Those who are employed are taking more sick days in the last decade th

Read Full PostRead - Eye Icon
Balancing the Books
Legal
04/01/2017Balancing the Books

Professional Accounting and Taxation Limited is a professional accounting firm established in Hong Kong since 1982. We have a great team of good experienced and specialised associates with expertise in accounting, taxation and legal knowledge. Our client base

Read Full PostRead - Eye Icon
Recruit Holdings Acquire Quandoo for USD251m
Finance


Our Trusted Brands

Acquisition International is a flagship brand of AI Global Media. AI Global Media is a B2B enterprise and are committed to creating engaging content allowing businesses to market their services to a larger global audience. We have 14 unique brands, each of which serves a specific industry or region. Each brand covers the latest news in its sector and publishes a digital magazine and newsletter which is read by a global audience.

Arrow