SHANGHAI, March 1, 2022 /PRNewswire/
-- 51job, Inc. (Nasdaq:
JOBS) ("51job" or the "Company"), a leading
provider of integrated human resource services in China, announced today that it has entered
into an amendment to its previously announced Agreement and Plan of
Merger dated as of June 21, 2021 (the
"Original Merger Agreement," and the Original Merger Agreement as
so amended, the "Amended Merger Agreement") with Garnet Faith
Limited, an exempted company with limited liability incorporated
under the law of the Cayman
Islands ("Merger Sub"). Pursuant to the Amended Merger
Agreement, and subject to the terms and conditions thereof, Merger
Sub will merge with and into the Company with the Company being the
surviving company (the "Merger"), in a transaction implying an
equity value of the Company of approximately US$4.3 billion in which the Company
will be acquired by a consortium of investors (the "Consortium").
The amendment follows the Company's receipt of a letter dated
January 12, 2022 (the "Revised
Proposal") from Merger Sub proposing to reduce the merger
consideration under the Original Merger Agreement, which was
announced by the Company on January 12,
2022.
Pursuant to the terms of the Amended Merger Agreement, at the
effective time of the Merger (the "Effective Time"), each common
share, par value US$0.0001 per share,
of the Company (each, a "Common Share" or a "Share") issued,
outstanding and not represented by American depositary shares of
the Company (each, an "ADS," representing one Common Share)
immediately prior to the Effective Time, other than the Excluded
Shares, the Continuing Shares and the Dissenting Shares (each as
defined in the Amended Merger Agreement), will be cancelled and
cease to exist, in exchange for the right to receive US$61.00 in cash per Share without interest (the
"Amended Per Share Merger Consideration"), and each outstanding
ADS, other than ADSs representing Excluded Shares and Continuing
Shares, together with each Share represented by such ADS, will be
cancelled in exchange for the right to receive US$61.00 in cash per ADS without interest (the
"Amended Per ADS Merger Consideration," and together with the
Amended Per Share Merger Consideration, the "Amended Merger
Consideration").
The Amended Merger Consideration represents a premium of 33.10%
to the closing price of the Company's ADSs on January 11, 2022, the last trading day prior to
the Company's announcement of its receipt of the Revised Proposal,
and a premium of 31.38% to the volume-weighted average closing
price of the Company's ADSs during the last 30 days prior to its
receipt of the Revised Proposal.
In addition to reducing the merger consideration per Share or
per ADS from US$79.05 to US$61.00, the Amended Merger Agreement also
extends the termination date upon which either the Company or
Merger Sub may terminate the Amended Merger Agreement, from
March 21, 2022 to August 31, 2022, and reduces the Company
Termination Fee (as defined in the Amended Merger Agreement) from
US$80 million to US$70 million and the Merger Sub Termination Fee
(as defined in the Amended Merger Agreement) from US$160 million to US$140
million.
The Consortium includes DCP Capital Partners II, L.P. (together
with its affiliated investment entities, "DCP"), Ocean Link
Partners Limited (together with its affiliated investment entities,
"Ocean Link"), and Mr. Rick Yan, the
Chief Executive Officer of the Company. Recruit Holdings Co., Ltd.
("Recruit"), the Company's largest shareholder, is also
participating in the transaction with the Consortium.
The Consortium intends to fund the Merger through a combination
of cash contributions from certain members of the Consortium
pursuant to their respective equity commitment letters, equity
contributions from certain shareholders of the Company, proceeds
from certain committed term loan facilities in an aggregate amount
up to US$1.875 billion from China
Merchants Bank Co., Ltd. Shanghai
Branch as the sole original mandated lead arranger and the lead
underwriter, and Shanghai Pudong Development Bank Co., Ltd.
Shanghai Branch as the original
joint mandated lead arranger and the co-lead underwriter, and
available cash of the Company and its subsidiaries.
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 Amended Merger Agreement and the Merger
and resolved to recommend the Company's shareholders vote to
approve the Amended Merger Agreement and the Merger. The Special
Committee evaluated the Revised Proposal and negotiated the terms
of the Amended Merger Agreement with the assistance of its
independent financial and legal advisors.
The Merger, which is currently expected to close during the
first half of 2022, is subject to customary closing conditions
including the approval of the Amended Merger Agreement by an
affirmative vote of holders of Shares representing at least
two-thirds of the voting power of the Shares present and voting in
person or by proxy as a single class at a meeting of the Company's
shareholders which will be convened to consider the approval of the
Amended Merger Agreement and the Merger. Mr. Rick Yan (together with entities through which
Mr. Yan beneficially owns Shares), Recruit, and certain other
existing shareholders of the Company have agreed to vote all of the
Shares and ADSs they beneficially own, which represent
approximately 54.9% of the voting rights attached to the total
outstanding Shares of the Company as of the date of the Amended
Merger Agreement, in favor of the authorization and approval of the
Amended Merger Agreement and the Merger. If completed, the Merger
will result in the Company becoming a privately-held company and
its ADSs will no longer be listed on the NASDAQ Global Select
Market.
Kroll, LLC, operating through its Duff & Phelps Opinions
Practice, is serving as financial advisor to the Special
Committee; Davis Polk & Wardwell
LLP is serving as U.S. legal counsel to the Special Committee;
Simpson Thacher & Bartlett LLP is serving as U.S. legal counsel
to the Company; Jun He Law Offices is serving as PRC legal counsel
to the Company; and Maples and Calder LLP is serving as
Cayman Islands legal counsel to
the Company.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Kirkland &
Ellis LLP and Weil, Gotshal & Manges LLP are serving as
international co-counsels to the Consortium. Fangda Partners is
serving as PRC legal counsel to the Consortium. Ogier and Harney Westwood & Riegels are
serving as Cayman Islands legal
counsels to the Consortium.
Sullivan & Cromwell LLP is serving as legal counsel to
Recruit; Conyers Dill & Pearman
LLP is serving as Cayman Islands
legal counsel to Recruit; Haiwen & Partners is serving as PRC
legal counsel to Recruit; and JPMorgan Securities Japan Co., Ltd.
is serving as financial advisor to Recruit.
Additional Information About the Merger
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 6-K regarding the
Merger, which will include as an exhibit thereto the Amended Merger
Agreement. All parties desiring details regarding the Merger are
urged to review these documents, which will be available at the
SEC's website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
to its shareholders a Schedule 13E-3 Transaction Statement (the
"Schedule 13E-3"), which will include the Company's proxy
statement. The Schedule 13E-3 will be filed with the SEC. INVESTORS
AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, THE MERGER, AND RELATED MATTERS. In addition to
receiving the Schedule 13E-3 by mail, shareholders also will be
able to obtain these documents, as well as other filings containing
information about the Company, the Merger, and related matters,
without charge from the SEC's website (http://www.sec.gov).
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities,
and it is not a substitute for any proxy statement or other
materials that may be filed with or furnished to the SEC should the
proposed merger proceed.
About 51job
Founded in 1998, 51job is a leading provider of integrated human
resource services in China. With a
comprehensive suite of HR solutions, 51job meets the needs of
enterprises and job seekers through the entire talent management
cycle, from initial recruitment to employee retention and career
development. The Company's main online recruitment platforms
(http://www.51job.com, http://www.yingjiesheng.com,
http://www.51jingying.com, http://www.lagou.com, and
http://www.51mdd.com), as well as mobile applications, connect
millions of people with employment opportunities every day.
51job also provides a number of other value-added HR services,
including business process outsourcing, training, professional
assessment, campus recruitment, executive search and compensation
analysis. 51job has a call center in Wuhan and a nationwide network of sales and
service locations spanning more than 30 cities across China.
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," "targets," "confident" and similar
statements. Among other things, statements that are not historical
facts, including statements about 51job's beliefs and expectations,
as well as 51job's strategic and operational plans, are or contain
forward-looking statements. 51job may also make written or oral
forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission, 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. All forward-looking statements are based upon
management's expectations at the time of the statements and involve
inherent risks and uncertainties. A number of factors could cause
actual results to differ materially from those contained in any
forward-looking statement, including but not limited to the
following: execution of 51job's strategies and business plans;
growth and trends of the human resource services industry in
China; market acceptance of
51job's products and services; competition in the industry; 51job's
ability to control costs and expenses; 51job's ability to retain
key personnel and attract new talent; relevant government policies
and regulations relating to 51job's industry, corporate structure
and business operations; seasonality in the
business; fluctuations in the value of the Renminbi against
the U.S. dollar and other currencies; risks related to acquisitions
or investments 51job has made or will make in the future;
accounting adjustments that may occur during the quarterly or
annual close or auditing process; and fluctuations in general
economic and business conditions in China and globally, including the impact of
the coronavirus or other pandemic. Further information regarding
these and other risks are included in 51job's filings with the U.S.
Securities and Exchange Commission. All information provided in
this press release is as of the date of the press release and
based on assumptions that 51job believes to be reasonable as of
this date, and 51job undertakes no obligation to update any
forward-looking statement, except as required under applicable
law.
Contact
Investor Relations, 51job, Inc.
Tel: +86-21-6879-6250
Email: ir@51job.com
View original
content:https://www.prnewswire.com/news-releases/51job-inc-enters-into-an-amended-merger-agreement-for-going-private-transaction-301492710.html
SOURCE 51job