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According to the proposal letter, the Proposing Buyer intends to fund the consideration payable in the Transaction primarily with equity capital from the Proposing Buyer and any additional members the Proposing Buyer accepts into a consortium of buyers, and possibly some debt capital. As the Proposing Buyer proceeds with its due diligence evaluation, it may consider inviting certain shareholders of the Company to participate in the Transaction.
The Board cautions the Company's shareholders and others considering trading in its securities that the Board has just today received the preliminary non-binding proposal letter from the Proposing Buyer, 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," 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 following: unexpected difficulties in Gridsum's pursuit of its goals and strategies; the unexpected developments, including slow growth, in the digital intelligence market; unexpected difficulties and potential delays in filing annual or other reports with the
Mr. Christian Arnell
Mr. Tip Fleming
Phone: +1 917 412 3333
Preliminary Non-Binding Proposal to
The Board of Directors (the "Board")
We believe that our Proposal provides an attractive opportunity for the Company's shareholders. The Proposal represents a premium of approximately 51.8% to the Company's last closing price on
Set forth below are the primary terms of our Proposal:
1. Purchase Price. We propose to acquire all of the outstanding ordinary shares of the Company and the American Depositary Share of the Company ("ADS", each representing one Class B ordinary share of the Company). The consideration payable for each ADS to be acquired will be
2. Funding. We intend to finance the Transaction primarily with equity capital, and possibly some debt capital. Equity financing will be provided from us as the Proposing Buyer and any additional members we accept into a consortium of buyers.
3. Due Diligence. We believe that we will be in a position to complete customary legal, financial and accounting due diligence for the Transaction in a timely manner and in parallel with discussions of corresponding definitive agreements.
4. Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the "Definitive Agreements") providing for the Transaction. These documents will provide for representations, warranties, covenants and conditions that are typical, customary and appropriate for transactions of this type.
5. Process. We believe that the Transaction will provide superior value to the Company's shareholders. We recognize that the Board will, through a committee of independent directors, evaluate the Transaction independently before it can make any determination to endorse it.
In considering our offer, you should be aware that the Proposing Buyer is interested only in acquiring the outstanding shares of the Company that the Proposing Buyer does not already own, and that the Proposing Buyer does not intend to sell its stake in the Company to any third party.
6. Participating Shareholders. As we proceed with due diligence evaluation, we may consider inviting certain shareholders of the Company to participate in our proposed Transaction.
7. Confidentiality. We are sure you will agree with us that except as required by applicable laws and regulations (including the listing rules of applicable stock exchanges), it is in all of our interests to ensure that we proceed in a strictly confidential manner until we have executed Definitive Agreements or terminated our discussions. In the event the Board of the Company intends to disclose this Proposal, we request that
8. No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Transaction. 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 Transaction 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.