SHANGHAI, Aug. 17, 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 it has entered into a definitive Agreement and Plan
of Merger (the "Merger Agreement") with Yinke Holdings Ltd
("Parent") and Yinke Merger Co. Ltd ("Merger Sub"), a wholly-owned
subsidiary of Parent, pursuant to which the Company will be
acquired by a group of rollover shareholders (the "Rollover
Shareholders") in a transaction implying an equity value of the
Company of approximately US$540.2
million (the "Merger"). The Rollover Shareholders include Mr.
Wenbin Chen, co-founder, chairman of
the board of directors (the "Board") and chief executive officer of
Yintech, Mr. Ming Yan, co-founder
and director of Yintech, Ms. Ningfeng
Chen, co-founder and director of Yintech (collectively, the
"Buyer Group"), and, certain other shareholders of the Company. The
Rollover Shareholders have entered into a rollover and contribution
agreement (the "Rollover Agreement"), pursuant to which each
Rollover Shareholder will contribute the ordinary shares of the
Company, with par value US$0.00001
per share (each, a "Share") held by him, her or it into Merger Sub
immediately prior to the closing of the Merger in exchange for
newly issued ordinary shares of Parent.
Pursuant to the terms of the Merger Agreement, at the effective
time of the Merger (the "Effective Time"), each Share issued and
outstanding immediately prior to the Effective Time, other than the
Excluded Shares (as defined in the Merger Agreement) and Shares
represented by ADSs, will be cancelled and cease to exist, in
exchange for the right to receive US$0.365 in
cash per Share without interest (the "Per Share Merger
Consideration"), and each American depositary share of the Company,
each representing twenty Shares (each, an "ADS"), issued and
outstanding immediately prior to the Effective Time, together with
the underlying Shares represented by such ADSs, will be cancelled
in exchange for the right to receive US$7.30 in
cash per ADS without interest (together with the Per Share Merger
Consideration, the "Merger Consideration").
At the Effective Time, (i) each option (each, a "Company
Option") to purchase Shares granted under the Company's share
incentive plans that is outstanding and unexercised immediately
prior to the Effective Time, whether or not vested or exercisable,
will be cancelled, and each holder of such Company Option will have
the right to receive an amount in cash determined by multiplying
(x) the excess, if any, of the Per Share Merger Consideration
over the applicable exercise price per Share of such Company Option
by (y) the number of Shares underlying such Company Option;
and (ii) each restricted share unit (each, a "Company RSU")
granted under the Company's share incentive plans that is
outstanding and unexercised immediately prior to the Effective
Time, whether or not vested or exercisable, will be cancelled, and
the holder of such Company RSU will have the right to receive an
amount in cash determined by multiplying (x) the Per Share
Merger Consideration by (y) the number of Shares underlying
such Company RSU.
The Merger Consideration represents a premium of 38.26% to the closing price of the Company's
ADSs on June 19, 2020, the last
trading day prior to the Company's announcement of its receipt of
the "going-private" proposal, and a premium of 29.89% to the average closing price of the
Company's ADSs during the 30 trading days prior to its receipt of
the "going-private" proposal.
The Rollover Shareholders intend to fund the Merger with cash on
hand of Parent, Merger Sub, the Company and its subsidiaries,
available lines of credit and other sources of funds available to
Parent and Merger Sub. Pursuant to the Rollover Agreement, Merger
Sub will own approximately 91.6% of the outstanding Shares and
voting power of the Company immediately prior to the closing of the
Merger and acquire all remaining Shares through the Merger,
pursuant to which Merger Sub will merge with and into the
Company.
The Board, acting upon the unanimous recommendation of a
committee of independent and disinterested directors established by
the Board (the "Special Committee"), approved the Merger Agreement
and the Merger. The Special Committee negotiated the terms of the
Merger Agreement with the assistance of its financial and legal
advisors. Because the Merger will be in the form of a "short-form"
merger in accordance with section 233(7) of the Companies Law of
the Cayman Islands, with the
Company being the company surviving the Merger, the Merger does not
require a shareholder vote or approval of the Company's
shareholders.
The Merger is currently expected to close in the fourth quarter of 2020. 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, and the Company's ADS program will be terminated.
Duff & Phelps, LLC is serving as financial advisor to the
Special Committee; Kirkland & Ellis is serving as U.S. legal
counsel to the Special Committee; and Walkers and Harneys are serving as Cayman Islands legal advisors to the Special
Committee. Davis Polk & Wardwell
LLP is serving as U.S. legal counsel to the Company.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S.
legal counsel to the Buyer Group, and
Conyers Dill & Pearman is
serving as Cayman Islands legal
counsel to the Buyer Group.
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 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
a Schedule 13E-3 Transaction Statement (the
"Schedule 13E-3") to its shareholders. 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 OR
FURNISHED TO 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) or at
the SEC's public reference room at 100 F Street, NE, Room 1580,
Washington, D.C. 20549.
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" and similar statements. Statements that are
not historical facts, including statements about Yintech's beliefs
and expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties, including the
possibility that the Merger will not occur as planned if events
arise that result in the termination of the Merger Agreement, if
the expected financing for the Merger is not available for any
reason, or if one or more of the various closing conditions to the
Merger are not satisfied or waived, and other risks and
uncertainties regarding the Merger Agreement and the Merger that
will be discussed in the Schedule 13E-3 to be filed with the SEC. A
number of factors could cause actual results to differ materially
from those contained in any forward-looking statement. All
information provided in this press release is as of the date of
this press release, and Yintech does not undertake any obligation
to update any forward-looking statement, 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.
For investor and media inquiries, please contact:
Yvonne Young
Phone: +86 21 2028 9009 ext 8270
E-mail: ir@yintech.cn
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SOURCE Yintech Investment Holdings Ltd.