CM Seven Star Announces Record Date for Annual Meeting of Shareholders
27 März 2019 - 11:00AM
CM Seven Star Acquisition Corporation (“CM7Star”) (NASDAQ:CMSS), a
blank check company formed for the purpose of entering into a
business combination with one or more businesses, today announced
that the record date for those eligible to receive notice of and to
vote at the annual meeting of shareholders is March 28, 2019. The
date of the meeting will be announced in the coming days.
About CM Seven Star
In October of 2017, CM Seven Star Acquisition Corporation, a
Cayman Islands exempted limited liability company completed its
initial public offering. Sponsored by Shareholder Value Fund, a
Cayman fund controlled by its Board of Directors, which has
selected CM Asset Management (Hongkong) Company Limited (“CMAM”) to
serve as the investment manager for the fund. CMAM is a wholly
owned subsidiary of China Minsheng Financial Holding Corporation
Limited, a Hong Kong Stock Exchange listed Company. CM Seven Star
was formed as a blank check company for the purpose of entering
into a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or similar business combination
with one or more businesses or entities. CM Seven Star’s efforts to
identify a prospective target business will not be limited to a
particular industry or geographic location.
Important Notice Regarding Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, both as amended. Statements that are not
historical facts, including statements about the pending
transaction between CM Seven Star Acquisition Corporation (“CM
Seven Star”), Renren Inc. (“Renren”) and Kaixin Auto Group
(“Kaixin”) and the transactions contemplated thereby, and the
parties’ perspectives and expectations, are forward-looking
statements. Such statements include, but are not limited to,
statements regarding the proposed transaction, including the
anticipated initial enterprise value and post-closing equity value,
the benefits of the proposed transaction, integration plans,
expected synergies and revenue opportunities, anticipated future
financial and operating performance and results, including
estimates for growth, the expected management and governance of the
combined company, and the expected timing of the transactions. The
words “expect,” “believe,” “estimate,” “intend,” “plan” and similar
expressions indicate forward-looking statements. These
forward-looking statements are not guarantees of future performance
and are subject to various risks and uncertainties, assumptions
(including assumptions about general economic, market, industry and
operational factors), known or unknown, which could cause the
actual results to vary materially from those indicated or
anticipated.
Such risks and uncertainties include, but are not limited to:
(i) risks related to the expected timing and likelihood of
completion of the pending transaction, including the risk that the
transaction may not close due to one or more closing conditions to
the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or
that a governmental entity prohibited, delayed or refused to grant
approval for the consummation of the transaction or required
certain conditions, limitations or restrictions in connection with
such approvals; (ii) risks related to the ability of CM Seven Star
and Kaixin to successfully integrate the businesses; (iii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the applicable transaction
agreements; (iv) the risk that there may be a material adverse
change with respect to the financial position, performance,
operations or prospects of Kaixin or CM Seven Star; (v) risks
related to disruption of management time from ongoing business
operations due to the proposed transaction; (vi) the risk that any
announcements relating to the proposed transaction could have
adverse effects on the market price of CM Seven Star’s common
stock; (vii) the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of Kaixin
and CM Seven Star to retain customers and retain and hire key
personnel and maintain relationships with their suppliers and
customers and on their operating results and businesses generally;
(viii) the risk that the combined company may be unable to achieve
cost-cutting synergies or it may take longer than expected to
achieve those synergies; and (ix) risks associated with the
financing of the proposed transaction. A further list and
description of risks and uncertainties can be found in CM Seven
Star’s Annual Report on Form 10-K for the fiscal year ending
December 31, 2018 filed with the SEC, in CM Seven Star’s quarterly
reports on Form 10-Q filed with the SEC subsequent thereto and in
the proxy statement on Schedule 14A that will be filed with the SEC
by CM Seven Star in connection with the proposed transaction, and
other documents that the parties may file or furnish with the SEC,
which you are encouraged to read. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those
indicated or anticipated by such forward-looking statements.
Accordingly, you are cautioned not to place undue reliance on these
forward-looking statements. Forward-looking statements relate only
to the date they were made, and CM Seven Star, Renren, Kaixin, and
their subsidiaries undertake no obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made except as required by law or applicable
regulation.
Participants in Solicitation
CM Seven Star, Kaixin, Renren, and their respective directors,
executive officers and employees and other persons may be deemed to
be participants in the solicitation of proxies from the holders of
CM Seven Star ordinary shares in respect of the proposed
transaction. Information about CM Seven Star’s directors and
executive officers and their ownership of CM Seven Star’s ordinary
shares is set forth in CM Seven Star’s Annual Report on Form 10-K
for the year ended December 31, 2018 filed with the SEC, as
modified or supplemented by any Form 3 or Form 4 filed with the SEC
since the date of such filing. Other information regarding the
interests of the participants in the proxy solicitation will be
included in the proxy statement pertaining to the proposed
transaction when it becomes available. These documents can be
obtained free of charge from the sources indicated above.
Additional Information and Where to Find It
In connection with the transaction described herein, CM Seven
Star has filed and will file relevant materials with the Securities
and Exchange Commission (the “SEC”), including a proxy statement on
Schedule 14A. Promptly after filing its definitive proxy statement
with the SEC, CM Seven Star will mail the definitive proxy
statement and a proxy card to each stockholder entitled to vote at
the special meeting relating to the transaction. INVESTORS AND
SECURITY HOLDERS OF CM SEVEN STAR ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT CM SEVEN
STAR WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT CM SEVEN STAR, KAIXIN AND
THE TRANSACTION. The preliminary proxy statement, the definitive
proxy statement and other relevant materials in connection with the
transaction (when they become available), and any other documents
filed by CM Seven Star with the SEC, may be obtained free of charge
at the SEC’s website (www.sec.gov) or by writing to CM Seven Star
at Suite 1306, 13/F, AIA Central, 1 Connaught Road, Central, Hong
Kong.
For investor and media inquiries, please
contact:
In China: The Piacente Group, Inc. Ross Warner Tel: +86 (10)
5730-6201 Email: Kaixin@tpg-ir.com
In the United States: The Piacente Group, Inc.
Jean Marie Young Tel: +1-212-481-2050 Email: Kaixin@tpg-ir.com
For questions regarding the annual meeting of shareholders,
please contact:
Advantage Proxy, Inc. Attn: Karen Smith Toll Free
Telephone: 1-877-870-8565 Collect Telephone: 1-206-870-8565
Email: ksmith@advantageproxy.com
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