Shareholders of record immediately prior to the Effective Time who are entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration (net of any applicable withholding taxes). Shareholders should wait to receive the letter of transmittal before surrendering their share certificates.
As soon as practicable after this announcement, the ADS Depositary will call for the surrender of all ADSs (other than any ADS representing the Excluded Shares) for delivery of the merger consideration. Upon the surrender of ADSs, the ADS Depositary will pay to the surrendering holders $6.70 per ADS surrendered in cash without interest and net of any applicable withholding taxes (less up to $0.05 per ADS cancellation fees and up to $0.02 per ADS depositary services fees).
The Company also announced today that it has requested that trading of its ADSs on The New York Stock Exchange ("NYSE") be suspended beginning before market opens on September 21, 2016 (New York time). The Company requested NYSE to file a notification on Form 25 with the U.S. Securities and Exchange Commission (the "SEC") to notify the SEC of the delisting of its ADSs on NYSE and deregistration of the Company's registered securities. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in approximately ten days. The Company's obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
In connection with the merger, Duff & Phelps (Duff & Phelps, LLC and Duff & Phelps Securities, LLC) is serving as the financial advisor to the special committee of the board of directors of the Company (the "Special Committee"), Shearman & Sterling LLP is serving as U.S. legal counsel to the Special Committee, and Maples and Calder is serving as Cayman Islands legal counsel to the Special Committee. China Renaissance is serving as the financial advisor to Ms. Yu and Mr. Guoqing Li, director and chief executive officer of the Company (the "Buyer Group"), Skadden, Arps, Slate, Meagher & Flom is serving as U.S. legal counsel to the Buyer Group, and Walkers is serving as Cayman Islands legal counsel to the Buyer Group.
Safe Harbor and Informational Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "if," "will," "expected," and similar statements. Forward-looking statements involve inherent risks, uncertainties and assumptions. Further information regarding these and other risks is included in the Company's filings with the U.S. Securities and Exchange Commission. These forward-looking statements reflect the Company's expectations as of the date of this press release. You should not rely upon these forward-looking statements as predictions of future events. The Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
E-Commerce China Dangdang Inc. is a leading business-to-consumer e-commerce company in China. On its website dangdang.com and through mobile Dangdang, the Company offers books and media products as well as selected general merchandise products including fashion and apparel, baby, children and maternity and home and lifestyle products, among others. It also operates the dangdang.com marketplace program, which allows third-party merchants to sell their products alongside products sourced by the Company. Dangdang is transforming itself into an integrated online shopping experience with prominent destination categories. Dangdang's nationwide fulfilment and delivery capabilities, high-quality customer service support and scalable technology infrastructure enable it to provide a compelling online shopping experience to customers. For more information, please visit ir.dangdang.com.
For more information, please contact:
E-Commerce China Dangdang Inc.
Elaine Ketchmere, CFA
Compass Investor Relations
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SOURCE E-Commerce China Dangdang Inc.