Mecox Lane Announces Extraordinary General Meeting of Shareholders
March 15 2016 - 6:45AM
Mecox Lane Limited (NASDAQ:MCOX) (“Mecox Lane” or the “Company”), a
multi-brand and multi-channel retailer in China specializing in
health, beauty and lifestyle products, today announced that it has
called an extraordinary general meeting of shareholders (the
“EGM”), to be held on April 12, 2016 at 10:00 a.m. (Beijing time),
at Room 302, Qilai Building, No. 889, Yishan Road, Shanghai 200233,
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, dated December 22, 2015
(the “Merger Agreement”) with MINAT ASSOCIATED CO., LTD., a
business company incorporated under the laws of the British Virgin
Islands (“Parent”) and ChinaEquity Alliance Victory Co., Ltd., an
exempted company incorporated with limited liability under the laws
of the Cayman Islands (“Merger Sub”) and a wholly owned subsidiary
of Parent, the plan of merger required to be filed with the
Registrar of Companies of the Cayman Islands, substantially in the
form attached as Annex 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, Merger Sub will be merged with
and into the Company with the Company continuing as the surviving
company and becoming a wholly owned subsidiary of Parent (the
“Merger”). If consummated, the Merger would result in the Company
becoming a privately-held company and its American depositary
shares (the “ADSs”) would no longer be listed on the NASDAQ Global
Select Market and the ADS program would be terminated. The
Company’s board of directors, acting upon the unanimous
recommendation of a special committee of the Company’s board of
directors composed entirely of independent directors, recommends
that the shareholders and ADS holders vote FOR, among other things,
the proposal to approve the Merger Agreement, the Plan of Merger
and the transactions contemplated thereby, including the
Merger.
Shareholders of record at the close of business in the Cayman
Islands on March 28, 2016 will be entitled to attend and vote at
the EGM and any adjournment thereof. The record date for ADS
holders entitled to instruct JPMorgan Chase Bank, N.A., the ADS
depositary, to vote the shares represented by the ADSs is the close
of business in New York City on March 15, 2016. 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 U.S. Securities and Exchange Commission (the “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 (www.sec.gov). SHAREHOLDERS AND ADS
HOLDERS 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 MERGER 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 a 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 filings
that have been or will be made with the SEC.
About Mecox Lane Limited
Mecox Lane Limited (NASDAQ:MCOX) is a multi-brand and
multi-channel retailer in China specialized in health, beauty and
lifestyle products. Since the Company’s founding in 1996 and its
listing on the Nasdaq Global Select Market in 2010, Mecox Lane has
focused on the evolving fashion and lifestyle needs of China’s
young women through multiple retail channels. As part of a strategy
shift under new management and in response to current market
trends, the Company focuses on providing its broad base of urban
and upwardly mobile customers with health and beauty products that
are in step with their increasingly wellness-focused lifestyles.
For more information on Mecox Lane, please visit
http://ir.mecoxlane.com.
Safe Harbor Statement
This press release contains forward-looking statements made
under the “safe harbor” provisions of Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements
can be identified by terminology such as “may,” “will,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,” “aims,”
“estimates,” “confident,” “likely to” and similar statements. Among
other things, the quotations from management in this press release,
as well as the Company’s strategic and operational plans, contain
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 statement, including but not limited to the
following: the Company’s business strategies and initiatives as
well as its business plans; the Company’s future business
development, results of operations and financial condition; changes
in the Company’s revenues and cost or expense items; the Company’s
expectations with respect to increased revenue growth and its
ability to sustain profitability; the Company’s products under
development or planning; the Company’s ability to attract customers
and further enhance its brand recognition; trends and competition
in the industry in which the Company operates; the failure of the
markets to grow at the projected rates; the rapidly changing nature
of the industry in which the Company operates; and significant
uncertainties of any projections or estimates relating to the
growth prospects or future condition of the market. If any one or
more of the assumptions underlying the market data turns out to be
incorrect, actual results may differ from the projections based on
these assumptions. You should not place undue reliance on these
forward-looking statements. Further information regarding these and
other risks is included in the Company’s annual report on Form 20-F
as well as in its other filings with the Securities and Exchange
Commission. All information provided in this press release is
current as of the date of the press release, and the Company
undertakes no duty to update such information, except as required
under applicable law.
For investor and media inquiries please contact:
In China:
Christina Hou
Mecox Lane Limited
Tel: +86 (21) 3108-1111 Ext. 8161
Email: ir@mecoxlane.com
Derek Mitchell
Ogilvy Financial
In the U.S.: +1- (646) 867-1888
In China: +86 (10) 8520-6139
Email: mcox@ogilvy.com
Mecox Lane Limited ADS (MM) (NASDAQ:MCOX)
Historical Stock Chart
From Nov 2024 to Dec 2024
Mecox Lane Limited ADS (MM) (NASDAQ:MCOX)
Historical Stock Chart
From Dec 2023 to Dec 2024