SHANGHAI, June 22, 2020 /PRNewswire/ -- Yintech Investment
Holdings Limited (NASDAQ: YIN) ("Yintech" or the "Company"), a
leading provider of investment and trading services for individual
investors in China, today
announced that its board of directors (the "Board") has received a
preliminary non-binding proposal letter (the "Proposal Letter"),
dated June 22, 2020, from Mr.
Wenbin Chen, co-founder, Chairman of
the Board and Chief Executive Officer of Yintech, Mr. Ming Yan, co-founder and director of Yintech,
and Ms. Ningfeng Chen, co-founder
and director of Yintech (collectively, the "Buyer Group"), to
acquire all of the outstanding ordinary shares of the Company that
are not already held by the Buyer Group for a purchase price of
US$6.80 per American Depositary
Share, or US$0.34 per ordinary share,
in cash (the "Proposed Transaction"). The Proposed Transaction, if
completed, would result in the Company becoming a privately-held
company owned by the Buyer Group, and the Company's ordinary share
would be delisted from the NASDAQ Capital Market. A copy of the
Proposal Letter is attached hereto as Exhibit A.
The Company has formed a special committee of the Board,
composed of Ms. Jue Yao, Mr.
Yonghong Fan and Mr. Feng Li, each an independent and disinterest
director, to consider the Proposal and the Proposed Transaction.
The Company cautions that the Board has just received the Proposal
Letter and has not made any decisions with respect to the Proposal
Letter and the Proposed Transaction. There can be no assurance that
the Buyer Group will make any definitive offer to the Company, that
any definitive agreement relating to the Proposal Letter will be
entered into between the Company and the Buyer Group, or that the
Proposed Transaction or any other similar transaction will be
approved or consummated.
The Company does not undertake any obligation to provide any
updates with respect to this or any other transaction, except as
required under applicable law.
About Yintech
Yintech (NASDAQ: YIN) is a leading provider of investment and
trading services for individual investors in China. Yintech strives to provide
best-in-class financial information, investment tools and services
to its customers by leveraging financial technology and mobile
platforms. Currently, Yintech is focused on the provision of gold
and other commodities trading services, securities advisory
services, securities information platform services, overseas
securities trading services and asset management services.
Safe Harbor Statement
All statements other than statements of historical fact
contained in this release, including statements regarding future
results of the operations of the Company are forward-looking
statements, which are made under the "safe harbor" provisions of
the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to a number of risks,
uncertainties and assumptions that could cause actual results to
differ materially. Factors that might cause or contribute to such
differences include, but are not limited to: the Company's ability
to effectively acquire and retain its customers; the Company's
diversification of its business among different commodity
exchanges; the adjustments in commissions and other fees set by
relevant commodity exchanges; the Company's ability to constantly
upgrade its technology platform and software; general market
conditions of online spot commodity trading industry and stock
market; intense competition among service providers in this
industry; the Company's relatively short operating history; the
price of the Company's ADSs and changing market conditions for its
ADSs; acquisition-related risks, including unknown liabilities and
integration risks; as well as those risks detailed from time to
time under the caption "Risk Factors" and elsewhere in the
Company's Securities and Exchange Commission filings and reports,
including in the Company's annual report on Form 20-F for the year
ended December 31, 2019. In addition,
the Company operates in a very competitive and rapidly changing
environment. New risks emerge from time to time. It is not possible
for the management to predict all risks, nor can the Company assess
the impact of all factors on its business or the extent to which
any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements that the Company may make. In light of these risks,
uncertainties and assumptions, the forward-looking events and
circumstances discussed in this release are inherently uncertain
and may not occur, and actual results could differ materially and
adversely from those anticipated or implied in the forward-looking
statements. Accordingly, you should not rely upon forward-looking
statements as predictions of future events. The Company does not
undertake any obligation to update publicly or revise any
forward-looking statements for any reason after the date of this
release, nor to conform these statements to actual results, future
events, or to changes in the Company's expectations.
For investor and media inquiries, please contact:
Yvonne Young
Phone: +86 21 2028 9009 ext 8270
E-mail: ir@yintech.cn
Exhibit A
June 22, 2020
Board of Directors (the "Board")
Yintech Investment Holdings Limited ("Yintech" or the
"Company")
3rd Floor, Lujiazui Investment Tower
No.360 Pudian Road
Pudong District, Shanghai,
200125
People's Republic of China
Dear Members of the Board of Directors:
Mr. Wenbin Chen, co-founder,
Chairman of the Board and Chief Executive Officer of Yintech, Mr.
Ming Yan, co-founder and director of
Yintech, and Ms. Ningfeng Chen,
co-founder and director of Yintech (collectively, the
"Buyer Group", "we" or
"us") are pleased to submit this preliminary
non-binding proposal ("Proposal") to acquire all of
the outstanding ordinary shares of the Company (the "Ordinary
Shares") that are not already held by the Buyer
Group (the "Acquisition") in a going private
transaction at a proposed purchase price of US$6.80 per American Depositary Share (
"ADS", each ADS represents 20 Ordinary Shares), or
US$0.34 per Ordinary Share, in
cash. We believe that our Proposal provides a very attractive
opportunity for the Company's shareholders to realize substantial
and immediate returns. Key terms of our Proposal include:
1. Buyer Group. We intend to form an acquisition company
for the purpose of implementing the Acquisition. The Acquisition
will be in the form of a merger of the Company with our acquisition
vehicle.
2. Purchase Price. The consideration payable for each ADS
is proposed to be US$6.80, or
US$0.34 per Ordinary Share, in cash
(in each case other than those ADSs and Ordinary Shares held by the
members of the Buyer Group). Our proposed purchase price represents
a premium of approximately 29% to the Company's closing price on
June 19, 2020, and a premium of
approximately 21% to the average closing price of the Company
during the last 30 trading days.
3. Funding. We intend to finance the Acquisition with a
combination of equity and debt capital. Equity and debt
financing would be provided by the Buyer Group in the form of
rollover equity in the Company and cash contributions from us and
other sponsors. We expect definitive commitments for the
required financing, subject to terms and conditions set forth
therein, to be in place when the Definitive Agreements (as defined
below) are signed with the Company.
4. Process; Due Diligence. We believe that the Acquisition
will provide superior value to the Company's shareholders. We
recognize that the Company's Board will evaluate the Acquisition
fairly and independently before it can make its determination to
endorse it. Parties providing financing will require a timely
opportunity to conduct customary due diligence on the Company. We
would like to ask the Board to accommodate such due diligence
request and approve the provision of confidential information
relating to the Company and its business to possible sources of
equity and debt financing subject to a customary form of
confidentiality agreement.
5. Definitive Agreements. We are prepared to promptly
negotiate and finalize mutually satisfactory definitive agreements
with respect to the Acquisition (the "Definitive
Agreements") while conducting our due diligence. This
proposal is subject to the execution of the Definitive
Agreements. The Definitive Agreements will provide for
representations, warranties, covenants and conditions which are
typical, customary and appropriate for transactions of this
type.
6. Confidentiality. We will, as required by law, timely file a
Schedule 13D to disclose this Proposal. We believe it would be in
all of our interests to ensure that our discussions relating to the
Acquisition proceed in a confidential manner, unless otherwise
required by law, until we have executed the Definitive Agreements
or terminated our discussions.
7. Business and Operations of the Company. We collectively
own approximately 68.5% of the Company's issued and
outstanding shares, and remain committed to building and growing
the Company after the Acquisition. In considering our
Proposal, you should be aware that we are interested only in
acquiring the outstanding shares of the Company that we do not
already own, and that we do not intend to sell our shares in the
Company to any third party.
8. No Binding Commitment. This letter does not contain all
matters upon which agreement must be reached in order to consummate
the proposed Acquisition described above, constitutes only a
preliminary indication of our interest, and does not constitute any
binding commitment with respect to the Acquisition. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in
such documentation. Nothing herein shall obligate any person
to engage in or continue discussions regarding the proposed
Acquisition, and any of us may terminate discussions at any time
for any reason or no reason. Any actions taken by any person
in reliance on this Proposal shall be at that person's own risk and
cost.
In closing, we would like to express our commitment to working
together to bring this Acquisition to a successful and timely
conclusion. We look forward to hearing from you.
* * * *
Sincerely,
Wenbin Chen
/s/ Wenbin Chen
Ming Yan
/s/ Ming Yan
Ningfeng Chen
/s/ Ningfeng Chen
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SOURCE Yintech Investment Holdings Ltd.