Gridsum Announces Receipt of Preliminary Non-Binding Proposal
According to the proposal letter, the Consortium Members intend to finance the Transaction with a combination of debt and equity capital. The equity financing will be provided by the Consortium Members in the form of cash and rollover equity in the Company. The debt financing is expected to be provided by loans from third party financial institutions.
The Board cautions the Company's shareholders and others considering trading in its securities that the Board has just received the preliminary non-binding proposal letter from the Consortium Members, and that no decisions have been made of any kind with respect to the Company's response to the Transaction. There can be no assurance that any definitive offer will be made, that any agreement will be executed, or that this or any other 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.
Safe Harbor Statement
This announcement contains forward-looking statements. These forward-looking statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as "may," "will," "expects," "anticipates," "aims," "future," "intends," "plans," "believes," "estimates," "likely to" and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and assumptions about
Mr. Christian Arnell
Mr. Tip Fleming
Phone: +1 917 412 3333
The Board of Directors
We believe that our proposal provides a very attractive opportunity to the Company's shareholders. Our proposal represents a premium of 38.2%, 30.1% and 20.3% to the closing price on the last trading day, and the volume-weighted average closing price during the last 30 and 60 trading days, respectively.
- Consortium. The Management and the Initial Sponsor (collectively, the "Consortium Members") have entered into a consortium agreement dated as of the date hereof, pursuant to which we will form an acquisition company for the purpose of implementing the Acquisition, and have agreed to work with each other exclusively in pursuing the Acquisition.
- Purchase Price. The consideration payable for each American Depositary Share of the Company ("ADS", each representing one ordinary share of the Company) will be
US$3.80in cash, or US$3.80in cash per ordinary share (in each case other than those ADSs or ordinary shares held by the Consortium Members that may be rolled over in connection with the Acquisition).
- Funding. We intend to finance the Acquisition with a combination of debt and equity capital. Equity financing will be provided by the Consortium Members in the form of cash and rollover equity in the Company. Debt financing is expected to be provided by loans from third party financial institutions. We are confident that we can timely secure adequate financing to consummate the Acquisition.
- Due Diligence. We have engaged
Hogan Lovellsas our international legal counsel. We believe that we will be in a position to complete customary legal, financial and accounting due diligence for the Acquisition in a timely manner and in parallel with discussions on the definitive agreements.
- Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the "Definitive Agreements") providing for the Acquisition and related transactions. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.
- Process. We believe that the Acquisition will provide superior value to the Company's shareholders. We recognize that the Company's Board of Directors (the "Board") will evaluate the Acquisition independently before it can make its determination to endorse it. Given the involvement of the Management in the Acquisition, we appreciate that the independent members of the Board will proceed to consider the proposed Acquisition and that the Management will recuse themselves from participating in any Board deliberations and decisions related to the Acquisition.
- Confidentiality. The Management will, as required by law, promptly make a Schedule 13D filing to disclose this letter and its agreement with the other Consortium Members. However, we are sure you will agree with us that it is in all of our interests to ensure that we proceed in a strictly confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.
- No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.
In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.
/s/ Guosheng Qi
By: /s/ Guosheng Qi
Name: Guosheng Qi
By: /s/ Guosheng Qi
Name: Guosheng Qi
Name: Guofa Yu
By: /s/ CHEUNG Siu Fai
Name: CHEUNG Siu Fai