Qunar enters merger agreement for going private transaction
Qunar (QUNR) announced that it has entered into a definitive agreement and plan of merger with Ocean Management Holdings, the Parent, and Ocean Management Merger Sub, a wholly owned subsidiary of Parent, pursuant to which Qunar will be acquired by Parent in a transaction implying an equity value of the company of approximately $4.44B. Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each ordinary share of the company 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 $10.13 in cash without interest, and each American depositary share of the company, representing three Shares, will be cancelled in exchange for the right to receive $30.39 in cash without interest except for Shares beneficially owned by each of Ctrip.com (CTRP), M Strat Holdings, L.P., Momentum Strategic Holdings, L.P. and certain other minority existing shareholders, Shares held by Parent, the company or any of their subsidiaries, and Shares held by the Depositary and reserved for the issuance and allocation pursuant to the Company's 2007 and 2015 share incentive plans, each of which will be cancelled and cease to exist without any conversion thereof or consideration paid therefor, and Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which will be cancelled and cease to exist in exchange for the right to receive the payment of appraised fair value of the Dissenting Shares in accordance with Section 238 of the Companies Law of the Cayman Islands. The merger consideration represents a premium of approximately 15% to the closing price of the company's ADSs on June 22, 2016, the last trading day prior to the Company's announcement of its receipt of a "going-private" proposal. The merger is currently expected to close during the first half of 2017.