BEIJING, March 13,
2023 /PRNewswire/ -- Baijiayun Group Ltd
("Baijiayun" or the "Company") (Nasdaq: RTC), a video-centric
technology solution provider with core expertise in SaaS/PaaS
solutions, today announced that on March 9,
2023, it entered into a securities purchase agreement (the
"SPA") with Aoji Holdings Co., Ltd ("Aoji" or the "Purchaser") to
divest the Company's 100% equity ownership in Fuwei Films (BVI)
Co., Ltd. for a cash consideration of US$30
million (the "Transaction"). The closing of the Transaction
is expected to take place by the end of March 2023 (the "Closing Date"), subject to the
satisfaction of closing conditions set forth in the SPA. The
completion of the Transaction marks the Company's transition into a
pure-play real-time communications (RTC) solutions provider.
Background and Terms of Transaction
- On July 18, 2022, Fuwei Films
(Holdings) Co., Ltd (then Nasdaq: FFHL or "Fuwei Films")
entered into an agreement and plan of merger with BaiJiaYun Limited
("BJY"), pursuant to which a wholly-owned subsidiary of Fuwei was
merged with and into BJY (the "Merger"), with BJY being the
surviving entity.
- The Merger was consummated on December
23, 2022, upon which BJY became a wholly-owned subsidiary of
Fuwei Films, and the combined company changed its name from "Fuwei
Films (Holdings) Co., Ltd." to "Baijiayun Group Ltd" and its
ticker from "FFHL" to "RTC." Trading under the new ticker
began on December 30, 2022.
- Prior to the Merger, Fuwei Films, through Fuwei Films (BVI)
Co., Ltd. and its subsidiary, Fuwei Films (Shandong) Co., Ltd., developed, manufactured,
and distributed high-quality plastic film using the
biaxially-oriented stretch technique, otherwise known as BOPET
film. As a result of the Merger, the Company assumed and began
conducting the video-centric technology solution business of
BJY.
- Following the consummation of the Merger, it was Baijiayun
management team's strategic intent to divest its 100% equity
ownership in Fuwei Films (BVI) Co., Ltd. at a fair valuation from a
financial point of view to the Company.
- The audit committee (the "Audit Committee") of the board of
directors of the Company engaged Kroll, LLC via its Duff &
Phelps Opinions Practice ("Duff & Phelps") to serve as an
independent financial advisor to the Audit Committee and to provide
an opinion as to the fairness, from a financial point of view, to
the Company of the consideration to be received by the Company in
the Transaction.
- Duff & Phelps has concluded that the consideration to be
received by the Company in the Transaction is fair from a financial
point of view to the Company, and delivered its opinion to the
Audit Committee on February 23,
2023.
- No later than six months after the Closing Date, the Purchaser
shall deliver or cause to be delivered to Baijiayun an amount in
cash equal to US$30 million.
The foregoing description of the SPA and the Transaction does
not purport to be complete and is qualified in its entirety to the
full text of the SPA, which is filed as Exhibit 99.1 to a current
report on Form 6-K filed by the Company with the Securities and
Exchange Commission on March 13,
2023.
All subject securities as contemplated by the SPA were sold
pursuant to an exemption from the registration requirements under
the Securities Act of 1933, as amended. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state.
"We are pleased with the successful divestiture of Fuwei Films
in a timely manner as we execute our strategic growth plan of
seizing greater market share in the fast-growing video cloud
market," commented Mr. Gangjiang Li, chairman of the board and
chief executive officer of the Company. "The entire
management team remain laser-focused on solidifying Baijiayun's
leadership as an integrated video-centric technology solutions
provider and building AI-powered next-generation video applications
across multiple verticals."
About Baijiayun Group Ltd
Baijiayun is a video-centric technology solution provider with
core expertise in SaaS/PaaS solutions. Baijiayun is committed to
delivering reliable, high-quality video experiences across devices
and localities and has grown rapidly since the inception in 2017.
Premised on its industry-leading video-centric technologies,
Baijiayun offers a wealth of video-centric technology solutions
including Video SaaS/PaaS, Video Cloud and Software, and Video AI
and System Solutions. Baijiayun is catered to the evolving
communications and collaboration needs of enterprises of all sizes
and industries, which makes Baijiayun a one-stop video-centric
technology solution provider.
Safe Harbor Statement
This press release contains certain "forward-looking
statements." These statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Statements that are not historical facts, including
statements about the parties' perspectives and expectations, are
forward-looking statements. The words "will," "expect," "believe,"
"estimate," "intend," "plan" and similar expressions indicate
forward-looking statements.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from the expectations as a
result of a variety of factors. Such forward-looking statements are
based upon management's current expectations and include known and
unknown risks, uncertainties, and other factors, many of which are
hard to predict or control, that may cause the actual results,
performance, or plans to differ materially from any future results,
performance or plans expressed or implied by such forward-looking
statements. The forward-looking information provided herein
represents the Company's estimates as of the date of this press
release, and subsequent events and developments may cause the
Company's estimates to change.
The Company specifically disclaims any obligation to update the
forward-looking information in the future. Therefore, this
forward-looking information should not be relied upon as
representing the Company's estimates of its future financial
performance as of any date subsequent to the date of this press
release.
A further list and description of risks and uncertainties can be
found in the documents that the Company has filed or furnished or
may file or furnish with the U.S. Securities and Exchange
Commission, 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 the Company
undertakes 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.
Investor / Media Contact:
Crocker
Coulson
CEO, AUM
Media, Inc.
(646) 652
7185
crocker.coulson@aummedia.org
Company Contact:
Yong Fang
CFO, Baijiayun Group
Ltd
(267) 939
5080
fangyong@baijiayun.com
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SOURCE Baijiayun Group Limited