SHANGHAI, Nov. 18, 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 the completion of its merger (the "Merger") with Yinke
Merger Co. Ltd ("Merger Sub"), a wholly owned subsidiary of Yinke
Holdings Ltd ("Parent"), pursuant to the previously announced
agreement and plan of merger dated as of August 17, 2020 (the "Merger Agreement"), by and
among the Company, Parent and Merger Sub. As a result of the
Merger, the Company ceased to be a publicly traded company and
became a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, each of the ordinary
shares, par value US$0.00001 per
share of the Company (collectively, the "Shares") issued and
outstanding immediately prior to the effective time of the Merger
(the "Effective Time"), other than the Excluded Shares (as defined
in the Merger Agreement), was cancelled in exchange for the right
to receive US$0.365 in cash per Share
without interest, and each of the American depositary shares of the
Company, each representing twenty Shares (collectively, the
"ADSs"), issued and outstanding immediately prior to the Effective
Time, together with the underlying Shares represented by such ADSs,
was cancelled in exchange for the right to receive US$7.30 in cash per ADS without interest (less
$0.05 per ADS cancellation fees and
other fees as applicable).
Pursuant to the Merger Agreement, at the Effective Time, (i)
each option (each, a "Company Option") to purchase Shares granted
under the Company's share incentive plans that was outstanding and
unexercised immediately prior to the Effective Time, whether or not
vested or exercisable, was cancelled, and each holder of such
Company Option has the right to receive an amount in cash
determined by multiplying (x) the excess, if any, of US$0.365 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 was outstanding and unexercised immediately prior to the
Effective Time, whether or not vested or exercisable, was
cancelled, and the holder of such Company RSU has the right to
receive an amount in cash determined by multiplying US$0.365 by the number of Shares underlying such
Company RSU.
Each record holder of Shares and registered holder of ADSs
evidenced by American depositary receipts ("ADRs") as of the
effective time of the Merger who is entitled to the merger
consideration will receive a letter of transmittal specifying how
the delivery of the merger consideration will be effected and
instructions for surrendering the share certificates or ADRs, as
applicable, in exchange for the applicable merger consideration.
Record holders of Shares and ADS holders who hold ADRs should wait
to receive the letters of transmittal before surrendering their
share certificates or ADRs. A holder of ADSs held in "street name"
by a broker, bank or other nominee will not be required to take any
action to receive the applicable merger consideration and should
address any questions concerning the receipt of the merger
consideration to its broker, bank or other nominee.
The Company also announced today that it has requested that
trading of its ADSs on the Nasdaq Global Select Market ("Nasdaq")
be suspended as of the close of trading on November 18, 2020 (New
York time). The Company has requested that Nasdaq file a
Form 25 with the Securities and Exchange Commission (the "SEC")
notifying the SEC of the delisting of the Company's ADSs on Nasdaq
and the deregistration of the Company's registered securities. The
Company intends to suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended, by filing a Form 15
with the SEC in approximately ten days following the filing of the
Form 25. The deregistration will become effective 90 days after the
filing of the Form 15 or such shorter period as may be determined
by the SEC. The Company's obligations to file with the SEC certain
reports and forms, including Form 20-F and Form 6-K, will be
suspended immediately as of the filing date of the Form 15 and will
terminate once the deregistration becomes effective.
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. 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.