| 2018-04-06 08:57:58|
EHIC 08:57 04/06 04/06/18
Teamsport Parent to acquire eHi Car Services for $6.75 per share
eHi Car Services announced that it has entered into a definitive Agreement and Plan of Merger with Teamsport Parent Limited and Teamsport Bidco Limited, a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, Parent will acquire the company for cash consideration equal to $6.75 per common share of the Company or $13.50 in cash per American depositary share of the Company, each of which represents two Class A common shares of the Company, other than Rollover Shares and ADSs representing Rollover Shares, as applicable. This represents a 15.4% premium over the closing price of $11.70 per ADS as quoted by the NYSE on November 24, 2017, and a premium of 20.8% and 22.8%, respectively, over the Company's 30- and 60- trading day volume-weighted average price as quoted by the NYSE prior to November 24, 2017, the last trading day prior to the Company's announcement on November 27, 2017 that it had received a non-binding "going private" proposal (which announcement was updated on January 2, 2018 to reflect the proposal from an affiliate of MBK Partners Fund IV, L.P. and Ray Ruiping Zhang, the Chairman of the Board and Chief Executive Officer of the Company). The merger consideration also represents an increase of approximately 1.1% from the original $6.675 per Share and $13.35 per ADS offer price in the non-binding "going private" proposal dated January 1, 2018 from an affiliate of MBK Partners Fund IV, L.P. and Mr. Zhang. The consideration to be paid to holders of Shares and ADSs implies an equity value for the Company of approximately $937.5 million. Immediately following the consummation of the transactions contemplated under the Merger Agreement, Parent will be beneficially owned by a consortium comprising new investors, including certain affiliates of MBK Partners Fund IV, L.P., Baring Private Equity Asia Limited and Redstone Capital Management Limited, and certain existing shareholders of the Company, including L&L Horizon, LLC, an affiliate of Zhang, The Crawford Group, and Dongfeng Asset Management Co. Ltd. As of the date of the Merger Agreement, the members of the Consortium beneficially own in the aggregate 15,528,160 Class A common shares, which includes 5,264,080 ADSs that BPEA Teamsport Limited, an affiliate of Baring Private Equity Asia Limited, has the right to acquire pursuant to the terms of a Securities Purchase Agreement, dated as of February 23, 2018, between Tiger Global Mauritius Fund and BPEA Teamsport, and 25,836,435 Class B common shares, which represent in aggregate approximately 29.6% of the issued and outstanding common shares of the Company and 37.5% of the outstanding voting power of the Company. The Company's board of directors, acting upon the unanimous recommendation of the special committee formed by the board of directors, approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and resolved to recommend that the Company's shareholders authorize and approve the Merger Agreement and the Transactions, including the Merger. The closing of the Merger is currently expected to occur during the second or third quarter of 2018, and is subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, including the requisite approval of the shareholders of the Company and the consent of requisite holders of the senior unsecured notes issued by the Company in 2015 and 2017, if applicable, as well as certain other customary closing conditions.