BEIJING, March 25, 2021 /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 the completion of the
merger with Gridsum Growth Inc. ("Merger Sub"), a wholly-owned
subsidiary of Gridsum Corporation ("Parent"), pursuant to the
previously announced agreement and plan of merger, dated as of
September 30, 2020 (the "Merger
Agreement"), by the Company, Parent and Merger Sub. As a result of
the merger, the Company became a wholly-owned subsidiary of Parent
and will cease to be a publicly traded company.
Under the terms of the Merger Agreement, each of the Company's
ordinary shares, par value US$0.001
per share (each a "Share") issued and outstanding immediately prior
to the effective time of the merger, has been cancelled in exchange
for the right to receive US$2.00 in
cash per Share without interest, and, for the avoidance of doubt,
each of the Company's American depositary shares (each an "ADS"),
each representing one Class B ordinary Share, issued and
outstanding immediately prior to the effective time of the merger,
has been cancelled in exchange for the right to receive
US$2.00 in cash per ADS without
interest (less $0.05 per ADS
cancellation fees), in each case, net of any applicable withholding
taxes, other than (a) Shares (including Shares represented by ADSs)
owned by Parent, Merger Sub or the Company (as treasury, if any) or
by any of their direct or indirect wholly-owned subsidiaries, (b)
Shares (including Shares represented by ADSs), if any, reserved
(but not yet allocated) by the Company for settlement upon exercise
or vesting of any options (the "Options") or restricted share units
(the "Restricted Share Units") of the Company issued under its
share incentive plans, (c) Shares owned by shareholders who have
validly exercised and have not effectively withdrawn or lost their
dissenter rights under the Cayman Islands Companies Law, and (d)
Shares (including Shares represented by ADSs), the Options and
Restricted Share Units held by certain rollover shareholders
(Shares described under (a) through (d) above are collectively
referred to herein as the "Excluded Shares").
Shareholders of record as of the effective time of the merger
who are entitled to the merger consideration will receive a letter
of transmittal and instructions on how to surrender their share
certificates in exchange for the merger consideration (net of any
applicable withholding taxes). Shareholders should wait to receive
the letter of transmittal before surrendering their share
certificates. As soon as practicable after this announcement,
CITIBANK, N.A. (the "ADS Depositary") will call for the surrender
of all ADSs (other than any ADS that represents Excluded Shares)
for delivery of the merger consideration. Upon the surrender of
ADSs, the ADS Depositary will pay to the surrendering holders
US$2.00 per ADS surrendered in cash
without interest (less $0.05 per ADS
cancellation fees) and net of any applicable withholding
taxes.
The Company also announced today that it requested that trading
of its ADSs on the NASDAQ Global Select Market (the "NASDAQ") be
suspended as of March 25, 2021. The
Company requested that the NASDAQ file a Form 25 with the U.S.
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of its ADSs on the NASDAQ and the deregistration of
the Company's registered securities. The deregistration will become
effective 90 days after the filing of Form 25 or such shorter
period as may be determined by the SEC. The Company intends to
terminate its reporting obligations under the Securities Exchange
Act of 1934, as amended, by promptly filing a Form 15 with the SEC.
The Company's obligation 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 terminate
once the deregistration becomes effective.
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 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. 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
the Company's ability to continue as a going concern, duration and
impact of the COVID-19 pandemically, and other risks and uncertainties
discussed in documents filed with the U.S. Securities and Exchange
Commission by the Company. Further information regarding these and
other risks is included in the Company's filings with the SEC. 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
View original
content:http://www.prnewswire.com/news-releases/gridsum-holding-inc-announces-completion-of-merger-301256344.html
SOURCE Gridsum Holding Inc.