BEIJING, Sept. 13, 2019 /PRNewswire/ -- Bitauto Holdings
Limited ("Bitauto" or the "Company") (NYSE: BITA), a leading
provider of internet content & marketing services, and
transaction services for China's
fast-growing automotive industry, today announced that its Board of
Directors (the "Board") has received a preliminary non-binding
proposal letter, dated September 12,
2019, from Tencent Holdings
Limited and Hammer Capital (together, the "Buyer Group"), proposing
to acquire all of the outstanding ordinary shares of Bitauto not
already owned by the Buyer Group or their affiliates for
US$16 in cash per American depositary
share ("ADS") in a going private transaction (the
"Transaction").
A copy of the proposal letter is attached as Annex A to this
press release.
The Board will form an independent special committee to consider
the Transaction.
The Board cautions the Company's shareholders and others
considering trading in its securities that the Board just received
the non-binding proposal letter from the Buyer Group and no
decisions have been made with respect to the Company's response to
the Transaction. There can be no assurance that any definitive
offer will be made, that any agreement will be executed or that
this or any other 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 Bitauto Holdings Limited
Bitauto Holdings Limited (NYSE: BITA) is a leading provider of
internet content & marketing services, and transaction services
for China's fast-growing
automotive industry. Bitauto's business consists of three segments:
advertising and subscription business, transaction services
business and digital marketing solutions business.
Bitauto's advertising and subscription business provides a
variety of advertising services to automakers through the
bitauto.com website and corresponding mobile apps which provide
consumers with up-to-date automobile pricing and promotional
information, specifications, reviews and consumer feedback. Bitauto
also provides transaction-focused online advertisements and
services for promotional activities to its business partners,
including automakers, automobile dealers, auto finance partners and
insurance companies. Bitauto offers subscription services via its
SaaS platform, which provides web-based and mobile-based integrated
digital marketing solutions to new car automobile dealers in
China. The SaaS platform enables
automobile dealer subscribers to create their own online showrooms,
list pricing and promotional information, provide automobile dealer
contact information, place advertisements and manage customer
relationships to help them reach a broad set of purchase-minded
customers and effectively market their automobiles to consumers
online.
Bitauto's transaction services business is primarily conducted
by its controlled subsidiary, Yixin Group Limited (SEHK: 2858), a
leading online automobile finance transaction platform in
China, which provides transaction
platform services as well as self-operated financing services.
Bitauto's digital marketing solutions business provides
automakers with one-stop digital marketing solutions, including
website creation and maintenance, online public relations, online
marketing campaigns, advertising agent services, big data
applications and digital image creation.
For more information, please visit ir.bitauto.com.
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," "confident" and similar statements. Among
other things, the business outlook of the Company and the
quotations from management in this announcement, as well as
Bitauto's strategic and operational plans, contain forward-looking
statements. Bitauto may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and
Exchange Commission, in its annual report to shareholders, in press
releases and other written materials and in oral statements made by
its officers, directors or employees to third parties. Statements
that are not historical facts, including statements about Bitauto's
beliefs and expectations, are 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: our goals
and strategies; our future business development, financial
condition and results of operations; the expected growth of the
automobile industry and the internet marketing industry in
China; our expectations regarding
demand for and market acceptance of our services and service
delivery model; our expectations regarding enhancing our brand
recognition; our expectations regarding keeping and strengthening
our relationships with major customers, partner websites and media
vendors; relevant government policies and regulations relating to
our businesses, automobile purchases and ownership in China; our ability to attract and retain
quality employees; our ability to stay abreast of market trends and
technological advances; competition in our industry in China and internationally; general economic
and business conditions in China;
and our ability to effectively protect our intellectual property
rights and not infringe on the intellectual property rights of
others. Further information regarding these and other risks is
included in Bitauto's filings with the Securities and Exchange
Commission, including its annual report on Form 20-F. Bitauto does
not undertake any obligation to update any forward-looking
statement as a result of new information, future events or
otherwise, except as required under applicable law. All information
provided in this press release and in the attachments is as of the
date of this press release, and Bitauto undertakes no duty to
update such information, except as required under applicable
law.
For investor and
media inquiries, please contact:
China
Suki Li
Bitauto Holdings Limited
Phone: +86-10-6849-2145
ir@bitauto.com
Clarisse Pan
Foote Group
Phone: +86-10-8429-9544
bitauto@thefootegroup.com
[Annex A]
Non-binding Proposal Letter from the
Buyer Group
September 12, 2019
The Board of Directors (the "Board")
Bitauto Holdings Limited
New Century Hotel Office Tower, 10/F
No. 6 South Capital Stadium Road
Beijing 100044
The People's Republic of China
Dear Directors:
Tencent Holdings Limited, for
itself or on behalf of its affiliates (collectively, "Tencent") and Hammer Capital Opportunities Fund
L.P., acting through its general partner Hammer Capital
Opportunities General Partner ("Hammer", together with Tencent, the "Consortium" or "we") are pleased to
submit this preliminary non-binding proposal to acquire all
outstanding ordinary shares (the "Shares") and American depository
shares ("ADSs", each representing one (1) Share) of Bitauto
Holdings Limited (the "Company") not already beneficially owned by
members of the Consortium or their affiliates in a going private
transaction (the "Transaction").
Our proposed purchase price for each ADS is US$16 in cash. We believe that our proposal
provides an attractive opportunity for the Company's shareholders.
Our proposed purchase price represents a premium of approximately
20.6% to the closing trading price of the ADSs on September 11, 2019, the last trading day prior to
the date hereof and a premium of 36.1% to the volume-weighted
average closing price during the last 30 trading days.
As of the date of this proposal, we, through our affiliates,
have entered into certain support agreements with Mr. Bin Li,
JD.com Global Investment Limited ("JD Global") and Cox Automotive
Global Investments, Inc. (collectively, the "Supporting
Shareholders" and each, a "Supporting Shareholder"), who
collectively beneficially own more than 48.5% of the total issued
and outstanding Shares based on the Company's public filings,
pursuant to which each Supporting Shareholder has agreed to (i)
vote all of the Shares and ADSs beneficially owned by it in favor
of the Transaction and against any other transaction in competition
or inconsistent with the Transaction, and, (ii) in the case of Mr.
Bin Li and JD Global (collectively, the "Rollover Shareholders" and
each a "Rollover Shareholder"), roll over some of its existing
equity in the Company for the purposes of funding the
Transaction.
Tencent currently beneficially
owns 5,482,683 Shares, representing approximately 7.81% of the
total issued and outstanding Shares. Hammer does not beneficially
own any Share or ADS as of the date of this proposal.
The principal terms and conditions upon which the Consortium is
prepared to pursue the Transaction are set forth below.
- Purchase Price. We propose to acquire all of the outstanding
Shares and ADSs, other than those beneficially owned by the
Supporting Shareholders and to be rolled over for the purposes of
funding the Transaction and those beneficially owned by us, at a
purchase price equal to US$16 per
Share (or the equivalent amount per ADS, as the case may be), in
cash, based on the Company's share capital set forth in the
Company's public filings.
- Financing. We intend to finance the Transaction with a
combination of new and rollover equity capital funded by members of
the Consortium or their affiliates and the Rollover Shareholders.
We do not anticipate requiring debt financing to consummate the
Transaction.
- Due Diligence. We are prepared to move expeditiously to
complete the proposed Transaction as soon as practicable. We have
engaged Latham & Watkins LLP as our legal counsel and believe
that, with the full cooperation of the Company, we can complete
customary commercial, legal, financial and accounting due diligence
for the Transaction, in a timely manner and in parallel with
discussions on the definitive agreements. 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 subject to a customary form of confidentiality
agreement.
- Definitive Documentation. Assuming our satisfaction with the
results of our due diligence investigation, we are prepared to
promptly negotiate and finalize the definitive agreements (the
"Definitive Agreements") providing for the Transaction and for the
rollover by Tencent and the Rollover
Shareholders. This proposal is subject to the execution of the
Definitive Agreements. We expect that such Definitive Agreements
with respect to the Transaction will contain representations,
warranties, covenants and conditions which are typical, customary
and appropriate for transactions of this type.
- Process. We believe the Transaction will provide superior value
to the Company's public shareholders. We recognize that the Board
will evaluate the Transaction independently before it can make its
determination to endorse it. Given the involvement of Tencent and the Supporting Shareholders, we
expect that the independent, disinterested members of the Board
will proceed to consider the proposed Transaction. In considering
this proposal, you should be aware that we are interested only in
pursuing the Transaction and we do not intend to sell our stake in
the Company to any third party.
- Possible Unconditional Mandatory General Offer. Based on public
filings, the Company currently beneficially owns approximately
43.74% of the total issued shares of Yixin Group Limited ("Yixin"),
a company incorporated in the Cayman
Islands whose issued shares are currently listed on the Main
Board of The Stock Exchange of Hong Kong Limited (the "HKSE")
(stock code: 2858). Upon completion of the Transaction, there will
be a change in statutory control in the Company whereby the
Consortium will acquire control (as defined under the Hong Kong
Code on Takeovers and Mergers (the "Takeovers Code") of Yixin. The
Consortium, having consulted with the Executive Director of the
Corporate Finance Division of the Securities and Futures Commission
of Hong Kong ( the "Executive"),
will be required to make an unconditional mandatory general offer
to all the shareholders and other securities holders of Yixin for
all the issued Shares and other securities of Yixin (other
than those already owned or agreed to be acquired by the Consortium
or parties acting in concert with it) upon completion of the
Transaction pursuant to Note 8 to Rule 26.1 of the Takeovers Code
(the "Possible Offer"). As part of the arrangements between the
Consortium and JD Global in support of the Transaction, the
Consortium has also entered into a deed of irrevocable undertaking
with JD Financial Investment Limited ("JD Financial") in connection
with the Possible Offer pursuant to which JD Financial has
undertaken, among other things, not to accept the Possible Offer in
respect of any shares of Yixin owned by it or make any such shares
available to acceptance under the Possible Offer provided that the
offer price per share for the Possible Offer does not exceed
HK$2.00.
In light of the above, please inform the board of directors of
Yixin forthwith of the receipt of this letter, the Transaction and
the Possible Offer, forwarding the enclosed draft Rule 3.7
Announcement (as defined below) and including the reminders and
requests as follows:
The Possible Offer is subject to the Takeovers Code. It is
contemplated that an announcement pursuant to Rule 3.7 of the
Takeovers Code (the "Rule 3.7 Announcement") will be issued by
Yixin in respect of the Possible Offer shortly after receipt of
this letter by the Company, a draft of which is enclosed. The
enclosed draft Rule 3.7 Announcement has been submitted to the
Executive for its review on a confidential basis. We would like to
remind the Company and Yixin generally of the duties and
obligations under the Takeovers Code, the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited
and applicable laws and regulations in relation to the Possible
Offer. In particular, Rule 1.4 of the Takeovers Code stresses the
vital importance of secrecy before any announcement is made. In
addition, following the receipt of this letter, it may be necessary
for Yixin to consider maintaining a suspension of trading in
Yixin's shares on the HKSE pending the release of the Rule 3.7
Announcement. To the extent Yixin is reasonably able to do so, we
would expect Yixin to consult with us as to the timing and content
of any announcement to be made by Yixin in relation to the Possible
Offer.
- Confidentiality. Tencent will, as
required by law, promptly file an amendment to its Schedule 13D to
disclose this proposal. However, we are sure you will agree with us
that it is in all of our interests to ensure that we proceed in a
confidential manner, unless otherwise required by law, until we
have executed Definitive Agreements or terminated our
discussions.
- No Binding Commitment. This proposal is not a binding offer,
agreement or an agreement to make a binding offer. This letter is a
preliminary indication of interest by the Consortium and does not
contain all matters upon which agreement must be reached in order
to consummate the proposed Transaction, nor does it create any
binding rights or obligations in favor of any person. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on the terms and conditions provided
in such documentation.
In closing, the Consortium would like to express its commitment
to working together to bring this proposed Transaction to a
successful and timely conclusion. Should you have any questions
regarding this proposal, please do not hesitate to contact us. We
look forward to hearing from you.
Sincerely,
TENCENT HOLDINGS
LIMITED
By: /s/ Ma
Huateng
Name: Ma Huateng
Title: Chairman of the Board of Directors
Hammer Capital Opportunities General
Partner as the general partner of
Hammer Capital Opportunities Fund
L.P.
By: /s/ Amanda Chau
Name: Amanda Chau
Title: Authorised Signatory
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SOURCE Bitauto Holdings Limited
