BEIJING, May 2, 2016 /PRNewswire/ -- eLong, Inc. ("eLong"
or the "Company") (NASDAQ: LONG), a leading mobile and online
travel service provider in China,
today announced that it has called an extraordinary general meeting
of shareholders (the "EGM"), to be held at 10:00 a.m. Beijing Time on May 30, 2016, at the Company's office at Xingke
Plaza, Tower B, Third Floor, 10 Middle Jiuxianqiao Road, Chaoyang
District, Beijing 100015,
People's Republic of China, to
consider and vote on, among other things, the proposal to authorize
and approve the previously announced agreement and plan of merger
(the "Merger Agreement") dated February 4,
2016 and amended on April 1,
2016, by and among China E-dragon Holdings Limited
("Parent"), China E-dragon Mergersub Limited ("Merger Sub") and the
Company, the plan of merger required to be filed with the Registrar
of Companies of the Cayman
Islands, substantially in the form attached as Exhibit A to
the Merger Agreement (the "Plan of Merger") and the transactions
contemplated thereby (including the Merger, as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will merge with and into the Company (the "Merger"), with the
Company continuing as the surviving company and a wholly-owned
subsidiary of Parent in accordance with Cayman Islands Companies
Law. If completed, the Merger will result in the Company
becoming a privately held company. eLong's American depositary
shares ("ADSs"), each representing two (2) ordinary shares of the
Company, will no longer be listed on NASDAQ Global Select Market
and the American depositary shares program for eLong's ADSs will
terminate. In addition, eLong's ADSs and eLong's ordinary
shares represented by the ADSs will cease to be registered under
Section 12 of the Securities Exchange Act of 1934.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee of the board of directors
of the Company comprised of independent directors unaffiliated with
Parent or Merger Sub or any member of the buyer group or the
management of the Company, authorized and approved the Merger
Agreement, the Plan of Merger and the transactions contemplated
thereby (including the Merger) and resolved to recommend that the
Company's shareholders and ADS holders vote FOR, among other
things, the proposal to authorize and approve the Merger Agreement,
the Plan of Merger and the transactions contemplated thereby
(including the Merger).
Shareholders of record as of the close of business in the
Cayman Islands on May 20, 2016 will be entitled to attend and vote
at the EGM. ADS holders as of the close of business in
New York City on May 3, 2016 will be entitled to instruct JPMorgan
Chase Bank, N.A., the ADS depositary, to vote the ordinary shares
represented by the ADSs at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the proxy statement attached as
Exhibit (A)-(1) thereto, as amended, filed with the
Securities and Exchange Commission ("SEC"), which can be obtained,
along with other filings containing information about the Company,
the proposed Merger and related matters, without charge, from the
SEC's website (http://www.sec.gov). In addition, the Company's
proxy materials (including the definitive proxy statement) will be
mailed to shareholders and ADS holders.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
TRANSACTION AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed Merger. Further information regarding persons who may be
deemed participants, including any direct or indirect interests
they may have, is also set forth in the definitive proxy
statement.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for the proxy statement and other
materials that have been or will be filed with or furnished to the
SEC.
About eLong
eLong, Inc. (Nasdaq: LONG) is a leader in mobile and online
accommodations reservations in China. eLong technology enables travelers to
book hotels, guesthouses, apartments and other accommodations, as
well as air and train tickets, through convenient mobile and tablet
applications, websites (www.eLong.com), 24 hour customer service,
and easy to use tools such as destination guides, maps and user
reviews.
Safe Harbor Statement
Any statements in this announcement about prospective
performance and plans for the Company, the expected timing to
completion of the proposed merger and the ability to complete the
proposed merger, and any other statements containing the words
"anticipate," "believe," "estimate," "expect," "forecast,"
"intend," "may," "plan," "project," "predict," "future," "is/are
likely to," "should" and "will" and similar expressions, other than
historical facts, constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934, as amended, and
as defined in the Private Securities Litigation Reform Act of
1995. These statements are, by their nature, subject to a
number of risks and uncertainties that could cause our actual
performance and results to differ materially from those discussed
in the forward-looking statements. Factors that could affect our
actual results and cause our actual results to differ materially
from those referred to in any forward-looking statement include,
but are not limited to, (a) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement, (b) the inability to complete the proposed merger
due to the failure to obtain shareholder approval for the proposed
merger or the failure to satisfy other conditions to completion of
the proposed merger, (c) the failure to obtain any necessary
financing arrangements set forth in the equity commitment letters
delivered pursuant to the merger agreement, and (d) risks related
to disruption of management's attention from the Company's ongoing
business operations due to the transaction. Additional factors that
may cause results to differ materially from those described in the
forward-looking statements are set forth in the Company's Annual
Report on Form 20-F for the fiscal year ended December 31, 2015,
which was filed with the SEC on April 28, 2016, under the heading
"Part I - Item 3 - Key Information - Risk Factors," and in
subsequent reports on Form 6-K filed with the SEC by the
Company.
In addition, the forward-looking statements included in this
announcement represent our views as of the date hereof. We
anticipate that subsequent events and developments will cause our
views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing our views as of any date subsequent to the date
hereof.
Contact:
eLong, Inc.
Investor Relations
ir@corp.elong.com
+86-10-6436-7570
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SOURCE eLong, Inc.
