Bitauto Holdings Limited (“Bitauto” or the “Company”) (NYSE: BITA), a leading provider of internet content & marketing services, and transaction services for China’s automotive industry, today announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Yiche Holding Limited (“Parent”), and Yiche Mergersub Limited, a wholly owned Subsidiary of Parent, pursuant to which the Company will be acquired by an investor consortium led by Morespark Limited, an affiliate of Tencent Holdings Limited (“Tencent“) and Hammer Capital Opportunities Fund L.P. (acting through its general partner Hammer Capital Opportunities General Partner, “Hammer Capital”) in an all-cash transaction that values the Company’s equity at approximately US$1.1 billion (the “Merger”).
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each ordinary share of the Company (each, a “Share”) issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$16 in cash without interest, and each outstanding American depositary share of the Company (each, an “ADS,” representing one Share) will be cancelled in exchange for the right to receive US$16 in cash without interest, except for (a) certain Shares (including Shares represented by ADSs) owned by affiliates of Tencent, an affiliate of JD.com, Inc., and Mr. Bin Li, chairman of the board of directors of the Company (the “Board”), which will be rolled over in the transaction , (b) Shares (including ADSs represented by Shares) owned by Parent, Merger Sub, the company or any of their respective subsidiaries, (c) Shares (including ADSs represented by Shares) held by the ADS depositary and reserved for issuance, settlement and allocation upon exercise or vesting of Company’s options and/or restricted share unit awards, and (d) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which will be cancelled and cease to exist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 fair value of those dissenting shares in accordance with Section 238 of the Companies Law of the Cayman Islands.
The merger consideration represents a premium of 16.4% to the closing price of the Company’s ADSs on September 12, 2019, the last trading day prior to the Company’s announcement of its receipt of the “going-private” proposal, and a premium of 35.1% to the average closing price of the Company’s ADSs during the 30 trading days prior to its receipt of the “going-private” proposal.
The investor consortium includes Tencent and Hammer Capital. The consortium intends to fund the Merger with a combination of rollover equity and cash, and has delivered copies of executed equity commitment letters to the Company.
The Board, acting upon the unanimous recommendation of a committee of independent directors established by the Board (the “Special Committee”), approved the Merger Agreement and the Merger and resolved to recommend that the Company’s shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.
The Merger is currently expected to close in the second half of 2020 and is subject to customary closing conditions including the approval of the Merger Agreement by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy at a meeting of the Company’s shareholders. Shareholders affiliated with Tencent, JD.com, Inc., Mr. Bin Li, and Cox Automotive Global Investment, Inc. have each agreed to vote all of the Shares and ADSs they beneficially own, which represent approximately 55.3% of the voting rights attached to the outstanding Shares as of the date of the Merger Agreement, 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 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.
Duff & Phelps, LLC and Duff & Phelps Securities, LLC are serving as financial advisor to the Special Committee. Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to the Special Committee.
BofA Securities is serving as financial advisor to the investor consortium. Latham & Watkins LLP and Kirkland and Ellis are serving as U.S. legal counsel and Hong Kong legal counsel to the investor consortium, respectively.