China Index Holdings Announces Completion of Merger
April 17 2023 - 4:39PM
China Index Holdings Limited (NASDAQ: CIH), (“
CIH”
or the “
Company”), a leading real estate
information and analytics service platform provider in China, today
announced the completion of the merger (the
“
Merger”) of the Company with CIH Merger Sub
Holdings Limited (“
Merger Sub”), an exempted
company with limited liability incorporated under the laws of the
Cayman Islands and a wholly owned subsidiary of CIH Holdings
Limited (“
Parent”), an exempted company with
limited liability incorporated under the laws of the Cayman
Islands, pursuant to the previously announced Agreement and Plan of
Merger (the “
Merger Agreement”), dated as of
December 22, 2022, by and among the Company, Parent and Merger Sub.
Under the terms of the Merger Agreement, at the
effective time of the Merger (the “Effective
Time”), each American depository share of the Company
(each, an “ADS”), representing one Class A
ordinary shares of the Company (together with the Class B ordinary
shares of the Company, the “Shares”), issued and
outstanding immediately prior to the Effective Time, together with
the underlying Shares represented by such ADSs, other than the
Excluded Shares (as defined in the Merger Agreement), was cancelled
in exchange for the right to receive US$1.0 in cash per ADS without
interest and net of any applicable withholding taxes, and each
Share of the Company issued and outstanding immediately prior to
the Effective Time, other than (i) the Excluded Shares, (ii) the
Dissenting Shares (as defined in the Merger Agreement), and (iii)
the Shares represented by ADSs, was cancelled and ceased to exist,
in exchange for the right to receive US$1.0 in cash per Share
without interest and net of any applicable withholding tax.
Pursuant to the Merger Agreement, at the
Effective Time, each option to purchase Shares granted under the
Company’s 2019 equity incentive plan adopted by the Company on May
2, 2019 (the “Share Incentive Plan”) in accordance
with its terms that is outstanding immediately prior to the
Effective Time, was assumed by Parent as an option to purchase the
applicable share of the Parent. Each restricted share granted under
the Share Incentive Plan that is outstanding immediately prior to
the Effective Time, was assumed by Parent and converted as of the
Effective Time, automatically and without action by the holder into
the applicable shares of the Parent.
As a result of the Merger, CIH became a wholly
owned subsidiary of Parent, and the ADSs of the Company no longer
trade on the NASDAQ Capital Market (“NASDAQ”).
In connection with the consummation of the
Merger, the Company has requested that trading of its ADSs on
NASDAQ be suspended prior to opening of trading on April 17, 2023.
The Company requested that NASDAQ file with the SEC a Form 25
relating to the delisting of the Company’s ADSs from NASDAQ. The
Company intends to file a Form 15 with the SEC under the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”), requesting the deregistration of the Company’s
shares, under Section 12(g) of the Exchange Act and the suspension
of the Company’s reporting obligations under Section 15(d) of the
Exchange Act. The Company’s obligations to file with the SEC
certain reports and forms, including Form 20-F and Form 6-K will be
suspended immediately as of the filing date of the Form 15 and will
cease once the deregistration becomes effective.
About CIH
CIH operates a leading real estate information
and analytics service platform in China in terms of geographical
coverage and volume of data points. Its services span across
database, analytics and promotions services for China’s real estate
markets. CIH serves a substantial base of real estate participants
in China, including real estate developers, brokers and agents,
property management companies, financial institutions and
individual professionals, with an authoritative, comprehensive and
seasonable collection of real estate data, complemented by a
variety of powerful analytical and marketing tools. For more
information about CIH, please visit
http://ir.chinaindexholdings.com.
Safe Harbor Statement
This announcement contains forward-looking
statements. These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as “will,” “expects,” “anticipates,” “future,”
“intends,” “plans,” “believes,” “estimates” and similar statements.
Among other things, the business outlook and quotations from CIH’s
management as well as CIH’s strategic and operational plans contain
forward-looking statements. CIH may also make written or oral
forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission (“SEC”) on
Forms 20-F and 6-K, in its annual report to shareholders, in press
releases and other written materials and in oral statements made by
its officers, directors or employees to third parties. Statements
that are not historical facts, including statements about CIH’s
beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statements, including but not limited to the following: 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 filed by the Company; the Company’s goals and
strategies; the Company’s future business development, financial
condition and results of operations; trends in the real estate
information and analytics service platform provider industry in
China and globally; competition in the Company’s industry;
fluctuations in general economic and business conditions in China;
and the regulatory environment in which the Company operates.
Further information regarding these and other risks is included in
the Company’s filings with the SEC, including its registration
statement on Form F-1, as amended, and its annual reports on Form
20-F. All information provided in this press release is as of the
date of this press release, and CIH does not undertake any
obligation to update any forward-looking statements, except as
required under applicable law.
For investor and media inquiries, please contact:
CIH Investor Relations
Email: CIH-IR@fang.com
China (NASDAQ:CIH)
Historical Stock Chart
From Aug 2024 to Sep 2024
China (NASDAQ:CIH)
Historical Stock Chart
From Sep 2023 to Sep 2024