BEIJING, Oct. 1, 2020 /PRNewswire/ -- Gridsum Holding
Inc. ("Gridsum" or the "Company") (NASDAQ:GSUM), a leading provider
of cloud-based big-data analytics and artificial intelligence
("AI") solutions in China, today
announced that it has entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Gridsum Corporation ("Parent"), and
Gridsum Growth Inc., a wholly owned Subsidiary of Parent, pursuant
to which the Company will be acquired by an investor consortium led
by Mr. Guosheng Qi (the "Chairman"), chairman of the board of
directors of the Company (the "Consortium") in an all-cash
transaction that values the Company's equity at approximately
US$75.5 million (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$2.00 in cash
without interest, and each outstanding American depositary share of
the Company (each, an "ADS," representing one class B ordinary
share of the Company) will be cancelled in exchange for the right
to receive US$2.00 in cash without
interest, except for (a) Shares (including Shares represented by
ADSs), Company's options and restricted share unit awards owned by
the Chairman, Mr. Guofa Yu and their
affiliates (the "Rollover Securityholders") which will be rolled
over in the transaction, (b) Shares (including Shares represented
by ADSs ) owned by Parent, Merger Sub, the Company (as treasury
shares, if any) or any of their direct or indirect wholly-owned
subsidiaries, (c) Shares (including Shares represented by ADSs )
reserved (but not yet allocated) by the Company for settlement 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exercised and not effectively withdrawn or lost their rights to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 approximately
217.5 % to the closing price of the Company's ADSs on April 30, 2019, the last trading day prior to the
Company's announcement of its receipt of a revised "going-private"
proposal from the Consortium, and a premium of approximately 290%
to the average closing price of the Company's ADSs during the 30
trading days prior to its receipt of the "going-private"
proposal.
KANG BO SI NAN (BEIJING) TECHNOLOGY CO., LTD., a company
formed by the Consortium and the sole shareholder of Parent
("KBSN"), and the Rollover Securityholders intend to fund the
Merger with a combination of rollover equity and cash, and KBSN has
delivered copy of an executed equity commitment letter 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 first quarter
of 2021 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. The Rollover Securityholders
have each agreed to vote all of the Shares and ADSs they
beneficially own, which represent approximately 68% 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 Nasdaq Global Select
Market.
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.
Houlihan Lokey (China) Limited is serving as financial advisor
to the Special Committee. Orrick, Herrington & Sutcliffe LLP is
serving as U.S. legal counsel to the Special Committee.
Hogan Lovells is serving as U.S. legal counsel to the
Consortium.
Additional Information about the Merger
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 6-K regarding the
Merger, which will include as an exhibit thereto the Merger
Agreement. All parties desiring details regarding the Merger are
urged to review these documents, which will be available at the
SEC's website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a proxy statement to its shareholders. In addition, certain
participants in the Merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement that will
include the proxy statement. These documents will be filed with or
furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS
FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
MERGER AND RELATED MATTERS. In addition to receiving the proxy
statement and Schedule 13E-3 transaction statement by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
Merger and related matters, without charge, from the SEC's website
(http://www.sec.gov) or at the SEC's public reference room at 100 F
Street, NE, Room 1580, Washington,
D.C. 20549.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from the
Company's shareholders with respect to the Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the Merger
when it is filed with the SEC. Additional information regarding the
interests of such potential participants will be included in the
proxy statement and Schedule 13E-3 transaction statement and the
other relevant documents filed with the SEC when they become
available.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the Merger proceed.
About Gridsum
Gridsum Holding Inc. (NASDAQ: GSUM) is a leading provider of
cloud-based big-data analytics and AI solutions for multinational
and domestic enterprises and government agencies in China. Gridsum's core technology, the Gridsum
Big Data Platform and the Gridsum Prophet: Enterprise AI Engine, is
built on a distributed computing framework and performs real-time
multi-dimensional correlation analysis of both structured and
unstructured data. This enables Gridsum's customers to identify
complex relationships within their data and gain new insights that
help them make better business decisions. The Company is named
"Gridsum" to symbolize the combination of distributed computing
(Grid) and analytics (sum). As a digital intelligence pioneer, the
Company's mission is to help enterprises and government
organizations in China use data in
new and powerful ways to make better-informed decisions and be more
productive.
For more information, please
visit http://www.gridsum.com/.
Safe Harbor Statement
This announcement contains statements that express the Company's
current opinions, expectations, beliefs, plans, objectives,
assumptions or projections regarding future events or future
results and therefore are, or may be deemed to be, "forward-looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 (the "Act").. These statements can be
identified by terminology such as "may," "will," "expects,"
"anticipates," "aims," "future," "intends," "plans," "believes,"
"estimates," "likely to" and similar statements. Forward-looking
statements involve inherent risks and uncertainties. Many factors
could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the substantial doubt about our ability to continue as a
going concern, duration and impact of the COVID-19 pandemically,
general economic conditions in China, unexpected difficulties in pursuit of
our business strategy, unpredictable demand for solutions we have
developed, difficulties keeping and strengthening relationships
with existing customers or expanding our customer base,
availability of additional capital when needed, uncertainties
associated with our repayment of indebtedness and our ability to
maintain listing for trading on The Nasdaq Stock Market,
uncertainties as to how the Company's shareholders will vote at the
meeting of shareholders, the possibility that competing offers will
be made, the possibility that financing may not be available, the
possibility that various closing conditions for the transaction may
not be satisfied or waived, and other risks and uncertainties
discussed in documents filed with the SEC by the Company, as well
as the Schedule 13E-3 transaction statement and the proxy statement
to be filed by the Company. Further information regarding these and
other risks is included in Gridsum's annual report on
Form 20-F and other reports filed with, or furnished to, the
U.S. Securities and Exchange Commission. All information provided
in this press release is as of the date of this press release, and
Gridsum undertakes no duty to update such information except as
required under applicable law.
Investor Relations
Gridsum
ir@gridsum.com
Christensen
In China
Mr. Eric Yuan
Phone: +86-10-5900-1548
Email: Eyuan@christensenir.com
In U.S.
Mr. Tip Fleming
Phone: +1 917 412 3333
Email: tfleming@christensenir.com
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SOURCE Gridsum Holding Inc.