Jumei International Holding Lim (NYSE:JMEI)

BEIJING, Feb. 25, 2020 (GLOBE NEWSWIRE) -- Jumei International Holding Limited (JMEI) (“Jumei” or the “Company”), a fashion and lifestyle solutions provider in China, today announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Super ROI Global Holding Limited, a business company organized and existing under the laws of the British Virgin Islands (“Parent”), and Jumei Investment Holding Limited, an exempted company incorporated in the Cayman Islands and a wholly-owned subsidiary of Parent (“Purchaser”), pursuant to which Parent and Purchaser will acquire all the outstanding class A ordinary shares of the Company, par value $0.00025 per share (each a “Class A Ordinary Share”) and American depositary share each representing ten Class A Ordinary Share (each an “ADS”), other than Class A Ordinary Shares and ADSs owned by Purchaser. Parent is ultimately wholly-owned by Mr. Leo Ou Chen (“Mr. Chen”), the founder, chairman of board of directors, chief executive officer and acting chief financial officer of the Company. Mr. Chen, Parent and Purchaser (collectively, the “Buyer Group”) currently beneficially holds 50,892,198 class B ordinary shares of the Company (the “Class B Ordinary Shares”, together with the Class A Ordinary Shares, the “Shares”), representing approximately 44.6% of the outstanding Shares and 88.9% of the total voting power represented by all outstanding Shares of the Company.

Under the terms of the Merger Agreement, Purchaser will promptly commence a tender offer (the “Offer”) to acquire all the outstanding Class A Ordinary Shares of the Company (including Class A Ordinary Shares represented by ADSs) not owned by Purchaser at a price of $2.0 per Share or $20.0 per ADS in cash, without interest and less $0.05 per ADS cancellation fees, $0.02 per ADS depositary service fees and other related fees and withholding taxes (the “Offer Price”). The closing of the tender offer will be subject to several conditions, including (i) the tender by a number of Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) that, together with any other Shares owned by Purchaser, constitutes at least 90% of the total voting power represented by the outstanding Shares, (ii) Purchaser and Parent shall have sufficient funds, after taking into consideration the aggregate proceeds of a debt financing, cash on hand of Purchaser, Parent, the Company and its subsidiaries, available lines of credit and other sources of immediately available funds available to Purchaser and Parent, to pay the aggregate Offer Price (assuming all of the Class A Ordinary Shares and ADSs that are issued and outstanding and not owned by Purchaser are validly tendered and not properly withdrawn) and all fees and expenses expected to be incurred in connection with the Offer and (iii) other customary conditions.

After completion of the tender offer, Parent will acquire all remaining Shares not held by Purchaser through a “short-form” merger (the “Merger”) of Purchaser and the Company in which the Company will be the surviving company and will become a wholly-owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) each Class A Ordinary Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined in the Merger Agreement), will be cancelled and cease to exist, in exchange for the right to receive $2.0 in cash without interest, and each outstanding ADS, other than the ADSs representing the Excluded Shares, will be cancelled in exchange for the right to receive $20.0 in cash without interest and less $0.05 per ADS cancellation fees, $0.02 per ADS depositary service fees and other related fees and withholding taxes (the “Merger Consideration”).

At the Effective Time, each (i) outstanding and vested option (each, a “Vested Option”) to purchase Class A Ordinary Shares under the Company’s share incentive plans will be cancelled, and each holder of a Vested Option will have the right to receive an amount in cash determined by multiplying (x) the excess, if any, of $2.0 over the applicable exercise price of such Vested Option by (y) the number of Class A Ordinary Shares underlying such Vested Option; (ii) each outstanding but unvested option to purchase Class A Ordinary Shares under the Company’s share incentive plans will be cancelled for no consideration; (iii) each outstanding and vested restricted share unit (each a “Vested RSU”) under the Company’s share incentive plans will be cancelled, and each holder of a Vested RSU will have the right to receive an amount in cash determined by multiplying (x) $2.0 by (y) the number of Class A Ordinary Shares underlying such Vested RSU; and (iv) each outstanding but unvested restricted share unit under the Company’s share incentive plans will be cancelled for no consideration.

The Offer Price and the Merger Consideration represents a premium of 14.7% to the closing price of the Company’s ADSs on January 10, 2020, the last trading day prior to the Company’s announcement of its receipt of the “going-private” proposal, and a premium of 29.3% to the closing price of the Company’s ADSs on February 24, 2020, the last trading day prior to the execution of the Merger Agreement.

The Buyer Group intends to fund the Offer and the Merger with debt financing, cash on hand of Purchaser, Parent, the Company and its subsidiaries, available lines of credit and other funds available to Purchaser and Parent. The Buyer Group has delivered a copy of an executed debt commitment letter to the Company pursuant to which Tiga Investments Pte. Ltd. will provide, subject to the terms and conditions set forth therein, an amount sufficient to fund in full the consummation of the Offer, the Merger and the other transactions related thereto.

The Company’s board of directors (the “Board”), acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the “Special Committee”), approved the Merger Agreement, the Offer and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors. Because the Merger is a “short-form” merger in accordance with section 233(7) of the Companies Law of the Cayman Islands, with the Company being the company surviving the Merger, the Merger does not require a shareholder vote or approval by special resolution of the Company’s shareholders if a copy of the Plan of Merger is given to every registered shareholder of the Company.

The Merger is currently expected to close in the second quarter of 2020. If completed, the Merger will result in the Company becoming a privately-owned company wholly owned directly by Parent, its ADSs will no longer be listed on the New York Stock Exchange, and the ADS program will be terminated.

BEIJING, Jan. 12, 2020 (GLOBE NEWSWIRE) -- Jumei International Holding Limited (JMEI) (“Jumei” or the “Company”), a fashion and lifestyle solutions provider in China, today announced that its board of directors (the “Board”) has received a preliminary non-binding proposal letter (the “Proposal”), dated January 11, 2020, from Mr. Leo Ou Chen, chairman of the Board, chief executive officer and acting chief financial officer of the Company, to acquire all of the outstanding ordinary shares (the “Shares”) of the Company, including Shares represented by American depositary shares (the “ADSs,” each representing ten Class A ordinary shares), that are not already owned by Mr. Chen and his affiliates (the “Buyer Group”) for a purchase price of $20.0 per ADS in cash (the “Proposed Transaction”). The Proposed Transaction, if completed, would result in the Company becoming a privately-held company owned by the Buyer Group, and the Company’s ADSs would be delisted from the New York Stock Exchange. A copy of the Proposal is attached hereto as Exhibit A.

The Company has formed a special committee of the Board, composed of Mr. Sean Shao and Mr. Adam J. Zhao, each an independent and disinterest director, to consider the Proposal and the Proposed Transaction. The special committee has retained Hogan Lovells as its United States legal counsel in connection with its review and evaluation of the Proposal and the Proposed Transaction. The Company cautions that the Board has just received the Proposal and has not made any decisions with respect to the Proposal and the Proposed Transaction. There can be no assurance that the Buyer Group will make any definitive offer to the Company, that any definitive agreement relating to the Proposal will be entered into between the Company and the Buyer Group, or that the Proposed Transaction or any other similar transaction will be approved or consummated.

The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

BEIJING, July 23, 2018 (GLOBE NEWSWIRE) -- Jumei International Holding Limited (JMEI) (“Jumei” or the “Company”), China’s leading online retailer of beauty products, today announced that it has repurchased 10,269,983 of its American depositary shares as of June 29, 2018, for an aggregate purchase price of approximately US$27.6 million, since the adoption of its previously announced share repurchase plan in April 2018.

BEIJING, May 28, 2018 (GLOBE NEWSWIRE) -- Jumei International Holding Limited (NYSE:JMEI) (“Jumei” or the “Company”), China’s leading online retailer of beauty products, today announced that it has entered into a definitive agreement to sell a certain number of ordinary shares of BabyTree Group, representing 4.0% of the total issued and outstanding share capital of BabyTree Group immediately after the sale, to a third-party investor for an aggregate consideration of approximately US$86.5 million. Immediately after the sale, Jumei will hold approximately 3.33% of the total issued and outstanding share capital of BabyTree Group.

BEIJING, April 30, 2018 (GLOBE NEWSWIRE) -- Jumei International Holding Limited (NYSE:JMEI) ("Jumei" or the "Company"), China's leading online retailer of beauty products, today announced that its board of directors has authorized a share repurchase plan under which the Company may repurchase up to US$100 million of its shares over the next 12 months.

The share repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations, including requirements of Rule 10b5-1 and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended. Jumei's board of directors will review the share repurchase plan periodically, and may authorize adjustment of its terms and size. The Company expects to fund repurchases made under this plan from its existing funds.

BEIJING, May 04, 2017 (GLOBE NEWSWIRE) -- Jumei International Holding Limited (NYSE:JMEI) ("Jumei" or the "Company"), China's leading online retailer of beauty products, today announced that it had entered into definitive agreements to acquire equity interests in Shenzhen Jiedian Technology Co., Ltd (“Jiedian”) for a total cash consideration of RMB300 million.

Jiedian is one of the leading players in the portable power bank sharing business. It facilitates master power charging boxes in highly frequented points of interest, such as restaurants, bars, gyms, airports, train stations, shopping malls, hair/beauty salons, hospitals and parks. Each power box contains multiple portable power banks, and users can charge their mobile phones on-site or take away a power bank and return it at any other Jiedian site. Users can use Jiedian’s app to locate nearby power boxes where they can rent a portable power bank by scanning a QR code and making mobile payments. Jiedian has deployed its power boxes in over twenty major cities and plans on expanding nationwide.

Mr. Leo Ou Chen, founder and CEO of Jumei, commented, "The sharing economy is rapidly developing as hundreds of millions of Chinese consumers have embraced internet mobility as a way of life, both professionally and socially. Intensive smartphone usage creates a vast market for Jiedian’s innovative services and network. This strategic investment in Jiedian will allow us to further expand our eco system to the forefront of mobile internet business and is an important portion of Jumei’s all-in strategy to ride the new wave of technology innovation."